<PAGE>
40 Act File No. 811-08103
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-6
For Registration under the Securities Act of 1933 of Securities of Unit
Investment Trusts Registered on Form
N-8B-2.
A. Exact Name of Trust: NUVEEN UNIT TRUST, SERIES 3
B. Name of Depositor: JOHN NUVEEN & CO. INCORPORATED
C. Complete address of Depositor's principal executive offices:
333 West Wacker Drive
Chicago, Illinois 60606
D. Name and complete address of agents for service:
JOHN NUVEEN & CO. INCORPORATED
Attention: Gifford R. Zimmerman
333 West Wacker Drive
Chicago, Illinois 60606
CHAPMAN AND CUTLER
Attention: Eric F. Fess
111 West Monroe Street
Chicago, Illinois 60603
It is proposed that this filing will become effective (check appropriate box)
( ) immediately upon filing pursuant to paragraph (b)
( ) on (date) pursuant to paragraph (b)
( ) 60 days after filing pursuant to paragraph (a)
( ) on (date) pursuant to paragraph (a) of Rule (485 or 486)
E. Title and amount of securities being registered: An indefinite number of
Units pursuant to Rule 24f-2 promulgated under the Investment Company Act of
1940, as amended.
F. Proposed maximum offering price to the public of the securities being
registered: Indefinite
G. Amount of filing fee: $0.00
H. Approximate date of proposed sale to the public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE
DATE OF THE REGISTRATION STATEMENT
( ) Check box if it is proposed that this filing will become effective on
(date) at (time) pursuant to Rule 487.
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
NUVEEN UNIT TRUST, SERIES 3
CROSS-REFERENCE SHEET
PURSUANT TO RULE 404(C) OF REGULATION C
UNDER THE SECURITIES ACT OF 1933
(FORM N-8B-2 ITEMS REQUIRED BY INSTRUCTION 1 AS
TO PROSPECTUS ON FORM S-6)
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of trust ) Prospectus Cover Page
(b) Title of securities issued )
2. Name and address of Depositor ) Information About The Sponsor
3. Name and address of Trustee ) Information About The Sponsor
4. Name and address of principal ) Information About The Sponsor
Underwriter )
5. Organization of trust ) Nuveen Unit Trusts
6. Execution and termination of ) Nuveen Unit Trusts
Trust Agreement ) Information About The Trustee
) Other Information
7. Changes of Name )
8. Fiscal Year )
9. Litigation )
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
10. General information regarding ) Summary of Portfolios.
trust's securities ) Composition of Trusts
) Distributions To Unitholders
) Redemption
) Removal of Securities From
) The Trusts
) Information About The Trustee
) Information About The Sponsor
) Other Information
) Tax Status
<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
11. Type of securities comprising ) Nuveen Unit Trusts
units ) Summary Of Portfolios
) Composition Of Trusts
) Objectives Of The Trusts
)
12. Certain information regarding ) *
periodic payment certificates )
13. (a) Loan, fees, expenses, etc. ) Essential Information
) Public Offering Price
) Market For Units
) Accrued Interest
) Estimated Long Term Returnand
) Estimated Current Return
) Evaluation of Securities at the
) Initial Date Of Deposit
) Trust Operating Expenses
) Distributions To Unitholders
) Summary Of Portfolios
) Reports To Unitholders
)
(b) Certain information regarding ) *
periodic payment certificates )
(c) Certain percentages ) Public Offering Price
) Market For Units
) Estimated Long Term Return
) and Estimated Current Return
) Evaluation of Securities at the
) Initial Date Of Deposit
) Accrued Interest
)
(d) Certain other fees, etc. ) Evaluation of Securities at the
payable by holders ) Initial Date Of Deposit
) Normal Trust Operating Expenses
) Ownership and Transfer of Units
)
(e) Certain profits received by )
depositor, principal )
underwriter, trustee or )
affiliated persons ) Composition Of Trusts
) Purchase of Units by the Sponsor
)
(f) Ratio of annual charges to ) *
income )
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<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
14. Issuance of trust's securities ) Summary Of Portfolios
) Distributions To Unitholders
) How Certificates Are Issued
) Redemption
)
15. Receipt and handling of payments ) *
from purchasers )
16. Acquisition and Disposition of ) Nuveen Unit Trusts
Underlying Securities ) Summary Of Portfolios
) Composition Of Trusts
) Redemption
) Removal of Securities from the
) Trusts
) Other Information
)
17. Withdrawal or redemption ) Market For Units
) Redemption
) Purchase of Units by the Sponsor
)
18. (a) Receipt and disposition of ) Summary Of Portfolios
income ) Distributions to Unitholders
) Reports to Unitholders
)
(b) Reinvestment of distributions ) Accumulation Plan
(c) Reserves or special funds ) Summary Of Portfolios
) Distributions to Unitholders
)
(d) Schedule of distributions ) *
19. Records, accounts and reports ) Distributions to Unitholders
) Reports to Unitholders
)
20. Certain miscellaneous provisions ) Information About the Trustee
of Trust Agreement ) Information About the Sponsor
) Other Information
21. Loans to security holders ) *
22. Limitations on liability ) Summary of Portfolios
) Composition of Trusts
) Information About the Trustee
23. Bond arrangements ) *
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<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
24. Other material provisions of ) *
Trust Agreement )
III. ORGANIZATION, PERSONNEL ADN AFFILIATED PERSONS OF DEPOSITOR
25. Organization of Depositor ) Information About the Sponsor
26. Fees received by Depositor ) *
27. Business of Depositor ) Information About the Sponsor
28. Certain information as to ) *
officials and affiliated )
persons of Depositor )
29. Voting Securities of Depositor ) Information About the Sponsor
30. Persons controlling Depositor )
31. Payments by Depositor for )
certain services rendered to )
trust )
32. Payments by Depositor for certain ) *
other services rendered to trust )
33. Remuneration of employees of )
Depositor for certain services )
rendered to trust )
34. Remuneration of other persons for )
certain services rendered to )
trust )
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
35. Distribution of trust's securities ) *
by states )
36. Suspension of sales of trust's )
securities )
37. Revocation of authority to )
distribute )
38. (a) Method of distribution )
(b) Underwriting agreements ) Distribution of Units to the Public
(c) Selling agreement )
)
39. (a) Organization of principal ) Information About the Sponsor
underwriter )
(b) NASD membership of principal )
underwriter )
40. Certain fees received by principal ) *
underwriter )
41. (a) Business of principal )
underwriter )
-4-
<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
(b) Branch offices of principal ) *
underwriter )
(c) Salesmen of principal )
underwriter )
42. Ownership of trust's securities ) *
by certain persons )
43. Certain brokerage commissions ) *
received by principal )
underwriter )
44. (a) Method of valuation ) Essential Information
) Public Offering Price
) Evaluation of Securities at the Date
) Of Deposit
) Trust Operating Expenses
(b) Schedule as to offering price ) *
(c) Variation in offering price ) Public Offering Price
to certain persons ) Accrued Interest
) Evaluation of Securities at the Date
) Of Deposit
)
45. Suspension of redemption rights ) *
46. (a)Redemption valuation ) Unit Value And Evaluation
) Redemption Without Charge
) Purchase of Units by the Sponsor
)
(b) Schedule as to redemption ) *
price )
47. Maintenance of position in ) Public Offering Price
underlying securities ) Purchase of Units by the Sponsor
)
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation of )
Trustee ) Information About the Trustee
49. Fees and expenses of Trustee ) Essential Information
) Trust Operating Expenses
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<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
50. Trustee's lien ) Trust Operating Expenses
) Distributions to Unitholders
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Insurance of holders of trust's ) *
securities )
VII. POLICY OF REGISTRANT
52. (a) Provisions of trust agreement )
with respect to selection or )
elimination of underlying )
securities ) Trust Operating Expenses
) Redemption
) Removal of Securities from
) the Trusts
)
(b) Transactions involving ) *
elimination of underlying )
securities )
(c) Policy regarding substitution ) Summary Of Portfolios
elimination of underlying or ) Composition Of Trusts
securities ) Removal of Securities
)
(d) Fundamental policy not ) *
otherwise covered )
53. Tax status of trust ) Tax Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during last ) *
ten years )
55. )
56. Certain information regarding ) *
periodic payment certificate )
57. )
58. )
_______________________
*Inapplicable, omitted, answer negative or not required.
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<PAGE>
NUVEEN UNIT TRUSTS
NUVEEN INSURED CORPORATE TRUST, SERIES 1
Cusip:
A Nuveen unit trust with an average weighted maturity of ____ years for
individual investors seeking current interest income and capital
preservation, provided by an insured portfolio of corporate debt obligations
issued by utility companies. The Trust may also contain zero coupon U.S.
Treasury Obligations.
Prospectus Part A dated ______, 1997.
THIS PART A PROSPECTUS MAY NOT BE DISTRIBUTED UNLESS ACCOMPANIED BY THE
CORPORATE TRUST PART B PROSPECTUS WHICH IS DATED ______, 1997.
UNITS OF THE TRUST ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK AND ARE NOT FEDERALLY INSURED OR OTHERWISE PROTECTED BY
THE FDIC OR ANY OTHER FEDERAL AGENCY AND INVOLVE INVESTMENT RISK, INCLUDING
THE POSSIBLE LOSS OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
PROSPECTUS
Nuveen Insured Corporate Trust, Series 1
OVERVIEW
The trust listed above (the "Trust") is a unit investment trust designed to
provide a high level of current income and capital preservation through
investment in a portfolio consisting primarily of corporate debt obligations
(the "Bonds") issued by utility companies after July 18, 1984. The Trust may
also contains zero coupon U.S. Treasury Obligations. Insurance guaranteeing
the scheduled payment of principal and interest on all of the Bonds in the
Trust has been obtained directly by the issuer of such Bonds or by the
Sponsor from MBIA Insurance Corporation or other Insurers. THE INSURANCE
DOES NOT RELATE TO THE UNITS OFFERED HEREBY OR TO THEIR MARKET VALUE. As a
result of such insurance, the Units of the Trust are rated "AAA" by Standard
& Poor's. In addition, the Trust is also available to non-resident aliens,
and the income from the Trust, provided certain conditions are met, will be
exempt from withholding for U.S. federal income tax for such foreign
investors.
CONTENTS
Overview 2
Trust Summary and Financial Highlights
Performance Information 3
Expense Information 4
Trust Strategies 5
Investment Objective 5
How the Trusts Selects Investments 5
Risk Factors 5
Distributions and Taxes 5
Interest and Principal Distributions 5
Tax Status 6
Investing in the Trust 6
Sales Charges 6
Dealer Concessions 6
General Information 7
Optional Features 7
The Sponsor 7
Schedules of Investments 8
Statement of Condition 9
Report of Independent Public Accountants 10
Page 2 of 10
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NUVEEN INSURED CORPORATE TRUST, SERIES 1
TRUST SUMMARY AND FINANCIAL HIGHLIGHTS, AS OF ________, 1997
PERFORMANCE INFORMATION
Initial Date of Deposit: ______ , 1997
Principal Amount of Securities: $
Number of Units:
Fractional Undivided Interest
per Unit: 1/
ESTIMATED RETURNS(1)
Current Return: %
Long Term Return: %
PUBLIC OFFERING PRICE (2)
Aggregate Offering Price of Bonds: $
Aggregate Offering Price of Bonds per Unit: $
Plus Maximum Sales Charge per Unit: $
Public Offering Price per Unit: $
ESTIMATED INTEREST DISTRIBUTIONS(3)
Gross Annual Income: $
Gross Annual Income per Unit: $
Less Annual Expense
per Unit: $
Net Annual Income per Unit: $
First Payment per Unit
( , 1997): $
Normal Monthly Distributions
per Unit commencing , 1997: $
MATURITY(4)
Average Weighted Maturity: years
INSURANCE
All of the Bonds in the Trust are insured either by the issuer of the Bonds
or by the Sponsor under a financial guaranty insurance policy obtained from
MBIA Insurance Corporation ("MBIA"). The insurance guarantees the scheduled
payment of principal and interest on all of the Bonds in the Trust. It does
not guarantee the market value of the Bonds or the value of the Units of the
Trust. See "INSURANCE ON THE BONDS" in Part B of this Prospectus for further
information.
RATINGS
Bonds in the Trust for which insurance has been obtained by the issuer or the
Sponsor have been rated "AAA" by Standard & Poor's and/or "Aaa" by Moody's.
In addition, the Units of the Trusts have received a rating of "AAA" by
Standard & Poor's. See "RATING OF UNITS" in Part B of this Prospectus for
further information.
Page 3 of 10
<PAGE>
EXPENSE INFORMATION
SALES CHARGES (MAXIMUM)(5)
As a % of Public Offering Price: %
Amount per $1,000 invested $
ESTIMATED ANNUAL OPERATING EXPENSES(6)
Trustee's Fee: $
Sponsor's Evaluation Fee: $
Sponsor's Surveillance Fee: $
Organizational Expenses
(per Unit) (7): $
Total Annual Expenses
(per Unit): $
ESTIMATED COSTS OVER TIME
The following are the estimated cumulative costs on a $1,000 investment,
assuming (as mandated by the Securities and Exchange Commission) a 5% annual
return, and reinvestment of all distributions (which is not an available
reinvestment option in the Trust):
Over 1 Year $
Over 3 Years $
Over 5 Years $
Over 10 Years $
The examples reflect both the estimated operating expenses and maximum sales
charge on an increasing investment (had the net annual return been reinvested
in the Trust). The examples should not be considered representations of
future expenses or annual rates of return; the actual expenses and annual
rates of return may be more or less than those used in the examples.
_______________
Notes to Performance Information and Expense Information:
All performance and expense information provided is as of the day prior to
the Initial Date of Deposit.
(1) The actual returns an investor will receive will vary due to the
maturity, redemption, exchange or sales of Bonds, changes in fees and
expenses, changes in interest income, the market value of the Bonds on the
date an investor purchases Units and how long Units are held. See "Estimated
Long Term Return and Estimated Current Return" in Part B of this Prospectus
for information concerning how Estimated Returns are calculated.
(2) The Public Offering Price will vary from that shown above due to changes
in the prices of the underlying Bonds subsequent to the Initial Date of
Deposit. In addition to the Public Offering Price, investors must also pay
accrued interest from the preceding Record Date to, but not including, the
date of settlement (normally three business days after purchase). For Units
purchased on the Initial Date of Deposit, $.____ of accrued interest will be
added to the Public Offering Price. See "Public Offering Price" and "Accrued
Interest" both in Part B of this Prospectus for further information.
(3) The Estimated Income figures reflected above are estimates determined as
of the business day prior to the Initial Date of Deposit and actual payments
may vary. It is anticipated that the amount of interest to be distributed
per Unit in each year will initially be substantially equal to the Estimated
Net Annual Interest Income per Unit provided. The amount of interest to be
distributed annually per Unit, will generally change as Bonds are redeemed,
mature or are sold or as fees and expenses increase or decrease. See
"Distributions to Unitholders" in Part B of this Prospectus.
(4) The Average Weighted Maturity of the Bonds in the Trust is calculated
based upon the stated maturities of the Bonds in the Trust (or, with respect
to Bonds for which funds or securities have been placed in escrow to redeem
such Bonds on a stated call date, based upon such call date). The Average
Weighted Maturity may increase or decrease from time to time as Bonds mature
or are called or sold.
(5) The sales charge is reduced for certain purchasers and for single
transactions of at least 500 Units or $50,000 (whichever is more favorable to
the investor). See "Sales Charges" in Part A of this Prospectus and "Public
Offering Price" in Part B of this Prospectus.
(6) The Trustees Fee and the Sponsor's Evaluation and Surveillance Fees are
per $1,000 principal amount of the underlying Bonds in the Trust.
(7) The Trust (and therefore Unitholders) will bear all or a portion of its
organizational costs (but not the expenses incurred in the printing of
preliminary and final prospectuses, nor the expenses incurred in the
preparation and printing of brochures and other advertising materials or any
other selling expenses), as is common for mutual funds. See "Trust Operating
Expenses" in Part B of this Prospectus and "Statement of Condition."
Page 4 of 10
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TRUST STRATEGIES
INVESTMENT OBJECTIVE
The Trust is designed to provide a high level of current income and
preservation of capital. The Trust may be an appropriate investment vehicle
for investors who wish to participate in a portfolio of taxable fixed income
obligations issued by utility companies with greater diversification than
investors might be able to acquire individually. There is no assurance that
the Trust will achieve its investment objective.
INVESTMENT PHILOSOPHY
The Trust is a non-managed investment vehicle and employs a buy and hold
investment strategy. The Trust plans to hold to maturity a portfolio of ____
corporate debt obligations.
INVESTOR SUITABILITY
The Trust is a suitable investment for investors seeking to:
. Earn regular monthly income;
. Obtain greater portfolio diversification than may be possible individually;
. The Trust is also available to foreign (non-resident) investors who seek
income that is exempt from U.S. withholding, provided certain conditions are
met.
The Trust is not a suitable investment for individuals seeking to:
. Pursue an aggressive high-growth investment strategy;
HOW THE TRUST SELECTS INVESTMENTS
The Trust consists of a portfolio of insured corporate debt obligations
issued by utility companies which have a dollar weighted average maturity of
___ years.
In selecting corporate debt obligations (the "Bonds") for deposit
in the Trust, the following factors, among others, were considered by the
Sponsor: (a) the prices and yields of such Bonds relative to other Bonds of
similar quality and maturity, including the extent to which such Bonds are
traded at a premium or discount from par; (b) the present rating and credit
quality of the issuers of the Bonds and the potential improvement in the
credit quality of such issuers; (c) the diversification of the Bonds as to
location of issuer; (d) the income to the Unitholders of the Trust; (e)
whether the Bonds were issued after July 18, 1984; and (f) the stated
maturities of the Bonds. A description of the Bonds included in the Trust is
set forth in the "SCHEDULE OF INVESTMENTS," below.
RISK FACTORS
An investment in Units of the Trusts should be made with an understanding of
the risks which an investment in fixed rate corporate debt obligations may
entail. These include credit risks and the risk that the Bonds and therefore
the Units will decline, and may decline precipitously, with increases in
interest rates. Although in recent years interest rates have been relatively
stable, the high inflation of prior years, together with the fiscal measures
adopted to attempt to deal with it, have resulted in wide fluctuations in
interest rates and, thus, in the value of fixed rate debt obligations
generally. The Sponsor cannot predict future economic policies or their
consequences or, therefore, the course or extent of any similar market
fluctuations in the future. General problems of utility company issuers
include the imposition of additional federal, state and municipal
governmental regulations, increased costs attributable to environmental
considerations, the difficulty of the capital market in absorbing utility
debt, the difficulty in obtaining fuel at reasonable prices and the effect of
energy conservation. As such, there is no guarantee that the Trust will
achieve its objectives. See "Risk Factors" in Part B of this Prospectus.
Certain of the Bonds included in the Trust may be original issue discount
bonds or "zero coupon" bonds, as noted in each "SCHEDULE OF INVESTMENTS."
These Bonds are subject to greater price fluctuations with changing interest
rates and contain additional risks set forth in "RISK FACTORS" in Part B of
this Prospectus.
DISTRIBUTIONS AND TAXES
Page 5 of 10
<PAGE>
INTEREST AND PRINCIPAL DISTRIBUTIONS
The Trustee of the Trust (The Chase Manhattan Bank) will collect principal
and interest on the Securities as it comes due and hold such amounts for
distribution to Unitholders. The amount of the Net Annual Income per Unit
set forth under "Performance Information - Estimated Interest Distributions"
assumes that all of the Bonds are delivered to the Trust. See "COMPOSITION
OF TRUSTS" appearing in Part B of this Prospectus. Interest income does not
include accretion of original issue discount on "zero coupon" Bonds. See
"RISK FACTORS" in Part B of this Prospectus. Distributions of income will be
paid by the Trustee to Unitholders on the fifteenth day of each month to
Unitholders of record on the first day of such month. Distributions of
principal will be paid on the fifteenth day of the each month to Unitholders
of record on the first day of such month, provided the amount available for
distributions equals at least $0.10 per Unit.
The amount of interest you will receive on an annual basis will be reduced by
the expenses of the Trust and will generally change as Securities mature or
are sold or as fees and expenses increase or decrease.
TAX STATUS
For non-resident aliens, income from the Trust will be exempt from
withholding for U.S. federal income tax, provided certain conditions are met.
See "TAX STATUS" in Part B of this Prospectus for further tax information.
INVESTING IN THE TRUST
SALES CHARGES
The maximum sales charge of % applies only to purchases of less than 500
Units. Sales charges for larger single transactions during the primary
offering period are as follows:
PRIMARY MARKET SALES CHARGE
PERCENT PERCENT
OF OF NET
OFFERING AMOUNT
NUMBER OF UNITS* PRICE INVESTED
Less than 500 % %
500 but less than 1,000...............
1,000 but less than 2,500.............
2,500 but less than 5,000.............
5,000 but less than 10,000............
10,000 but less than 25,000...........
25,000 but less than 50,000...........
50,000 or more........................
*Breakpoint sales charges are computed both on a dollar basis and on the
basis of the number of Units purchased, using the equivalent of 500 Units to
$50,000, 2,500 Units to $250,000 etc., and will be applied on that basis
which is more favorable to the purchaser.
The sales charge assessed on Units sold in secondary market transactions is
determined in accordance with the table set forth below based upon the dollar
amount purchased and the Weighted Average Maturity of the Trust:
SECONDARY MARKET SALES CHARGE
WEIGHTED AVERAGE
MATURITY
LESS THAN 15 OR MORE
PURCHASE PRICE* 4 YEARS 4-8 YEARS 8-15 YEARS YEARS
Less than $50,000...................
$50,000 but less than $100,000......
$100,000 but less than $250,000.....
$250,000 but less than $500,000.....
$500,000 but less than $1,000,000...
$1,000,000 but less than $2,500,000.
$2,500,000 but less than $5,000,000.
$5,000,000 or more..................
Page 6 of 10
<PAGE>
DEALER CONCESSIONS
The Sponsor plans to allow a discount to brokers and dealers in connection with
the primary distribution of Units and also in secondary market transactions.
The primary market discounts, based on number of Units sold, are as follows:
PRIMARY MARKET DEALER CONCESSIONS
NUMBER OF UNITS* DISCOUNT PER UNIT
Less than 500............................ $
500 but less than 1,000..................
1,000 but less than 2,500................
2,500 but less than 5,000................
5,000 but less than 10,000...............
10,000 but less than 25,000..............
25,000 but less than 50,000..............
50,000 or more...........................
Dealer concessions on secondary market purchases of Trust Units through the
Sponsor, based on the weighted average maturity of the Trust, are as follows:
SECONDARY MARKET DEALER CONCESSIONS
DISCOUNT PER UNIT
WEIGHTED AVERAGE MATURITY
LESS THAN 15 OR MORE
PURCHASE PRICE* 4 YEARS 4-8 YEARS 8-15 YEARS YEARS
$50,000 but less than $100,000......
$100,000 but less than $250,000.....
$250,000 but less than $500,000.....
$500,000 but less than $1,000,000...
$1,000,000 but less than $2,500,000.
$2,500,000 but less than $5,000,000.
$5,000,000 or more..................
GENERAL INFORMATION
OPTIONAL FEATURES
REDEMPTIONS
Units may be redeemed on any business day at no charge. Units are redeemed
at their current market value. See "Redemption" in Part B of this Prospectus.
LETTER OF INTENT (LOI)
Investors may use a Letter of Intent to get reduced sales charges on
purchases made over a 13-month period (and to take advantage of dollar cost
averaging). The minimum LOI investment is $50,000. See "Pubic Offering
Price" in Part B of this Prospectus.
REINVESTMENT
Interest income and returned principal can be reinvested with no sales charge
into Nuveen tax-free mutual or money market funds. See "Accumulation Plan"
in Part B of this Prospectus. For more information obtain a prospectus from
your financial advisor.
THE SPONSOR
Since our founding in 1898, John Nuveen & Co. Incorporated has been
synonymous with investments that withstand the test of time. Today, we offer
a range of equity and fixed-income unit trusts designed to suit the unique
circumstances and financial planning needs of mature investors. More than
1.3 million investors have entrusted Nuveen to help them preserve their
financial securities.
The prospectus describes in detail the investment objectives, policies and
risks of this unit trust. We invite you to discuss the contents with your
financial adviser, or you may call us at 800-621-7227 for additional
information.
Page 7 of 10
<PAGE>
NUVEEN INSURED CORPORATE TRUST, SERIES 1
(Nuveen Unit Trust, Series 3)
Schedule of Investments at the Date of Deposit, _________, 1997
Name Rating(2) Redemption Cost
Aggregate of Issuer Standard Provisions of Bonds
Principal (1)(6) Coupon Maturity & Poor's Moody's (3) to Trust(4)
- -------------------------------------------------------------------------------
$ $
- -------- --------
$ $
- -------- --------
- -------- --------
_______________
(1) The Sponsor's contracts to purchase the Bonds were entered into on
_________, 1997. All Bonds are represented by regular way contracts, unless
otherwise indicated, for the performance of which an irrevocable letter of
credit has been deposited with the Trustee.
(2) A brief description of the applicable Standard & Poor's and Moody's
rating symbols and their meanings is set forth under "DESCRIPTION OF RATINGS"
in Part B of this Prospectus. "N.R." indicates that the issue has not been
rated by that rating agency.
(3) Under this heading, the year in which each issue of Bonds is initially
or currently redeemable and the redemption price for that year is shown.
Unless otherwise indicated, each issue continues to be redeemable at
declining prices thereafter, but not at a price below par value. The prices
at which the Bonds may be redeemed or called prior to maturity may or may not
include a premium and, in certain cases, may be less than the cost of the
Bonds to the Trust. In addition, certain Bonds in the portfolio may be
redeemed in whole or in part other than by operation of the stated redemption
provisions under certain unusual or extraordinary circumstances specified in
the instruments setting forth the terms and provisions of such Bonds.
(4) During the Initial Offering Period, evaluations of Bonds are made on the
basis of current offering side evaluations of the Bonds.
(5) This Bond has been purchased at a deep discount from the par value
because there is no stated interest income thereon. Bonds which pay no
interest are normally described as "zero coupon" bonds. Over the life of
Bonds purchased at a deep discount the value of such Bonds will increase such
that upon maturity the holders of such securities will receive 100% of the
principal amount thereof.
(6) Other information regarding the Bonds in the Trusts on the Initial Date
of Deposit is as follows:
Annual
Profit Interest Bid Price
Cost to (or loss) Income to of
Trust Sponsor to Sponsor Trust Bonds
Insured Corporate Trust,
Series 1...............
In addition, the difference between the Trustee's determination of Offering
Price and Bid Price (as a percentage of principal amount) is ._____% for the
Trust.
Page 8 of 10
<PAGE>
STATEMENT OF CONDITION
(Nuveen Unit Trust, Series 3)
AS OF __________, 1997
Insured Corporate
TRUST PROPERTY Trust, Series 1
Sponsor's contracts to purchase Bonds, backed by an
irrevocable letter of credit(1)(2)......................
Accrued interest to _______, 1997 on underlying Bonds(1)..
Organizational costs(3)................................... --------------
Total............................................ --------------
--------------
LIABILITIES AND INTEREST OF UNITHOLDERS
LIABILITIES:
Accrued interest to ________, 1997 on underlying
Bonds(4).............................................
Accrued organizational costs(3)......................... ---------------
Total............................................ --------------
--------------
INTEREST OF UNITHOLDERS:
Units of fractional undivided interest outstanding.....
Cost to investors(5)..................................
Less: Gross underwriting commission(6)............... ---------------
Net amount applicable to investors..................... ---------------
Total............................................ --------------
--------------
_______________
(1) Represented by contracts to purchase Bonds which include "when issued"
or "regular way" or "delayed delivery" contracts for which an irrevocable
letter of credit issued by a major commercial bank has been deposited with
the Trustee on the Initial Date of Deposit. The amount of such letter of
credit and any cash deposited exceeds the amount necessary for the purchase
of the Bonds plus accrued interest to the Initial Date of Deposit. At the
Initial Date of Deposit, Securities may have been delivered to the Sponsor
pursuant to certain of these contracts; the Sponsor has assigned to the
Trustee all of its rights, title and interest in and to such Bonds.
(2) Aggregate value (at offering prices) as of the Initial Date of Deposit
of the Bonds listed under "SCHEDULE OF INVESTMENTS" herein, and their
aggregate cost to the Trust is the same. Such offering prices were
determined by Kenny S&P Evaluation Services, a division of J.J. Kenny Co.,
Inc., as of the close of business on the business day prior to the Initial
Date of Deposit. (See "EVALUATION OF BONDS AT THE INITIAL DATE OF DEPOSIT?"
in Part B of this Prospectus.)
(3) Each Trust (and therefore Unitholders) will bear all or a portion of its
estimated organizational costs which will be deferred and amortized over the
life of the respective Trust.
(4) Representing, as set forth in "ACCRUED INTEREST" in Part B of this
Prospectus, advancement by the Trustee of an amount equal to the accrued
Bonds' interest as of the Initial Date of Deposit.
(5) Aggregate Public Offering Price (exclusive of accrued interest) computed
as set forth under "PUBLIC OFFERING PRICE" in Part B of this Prospectus.
(6) The gross underwriting commission of % of the Public Offering Price
has been calculated on the assumption that the Units sold are not subject to
a reduction of sales charge for quantity purchases. In single transactions
involving 500 Units or more, the sales charge is reduced. (See "PUBLIC
OFFERING PRICE" in Part B of this Prospectus.)
Page 9 of 10
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE BOARD OF DIRECTORS OF JOHN NUVEEN & CO. INCORPORATED AND UNITHOLDERS
OF NUVEEN UNIT TRUST, SERIES 3
We have audited the accompanying statement of condition and the schedule of
investments at date of deposit (included in Part A of this Prospectus) of
Nuveen Unit Trust, Series 3 (Nuveen Insured Corporate Trust, Series 1), as of
__________, 1997. These financial statements are the responsibility of the
Sponsor. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
Our procedures included confirmation of the irrevocable letter of credit
arrangement for the purchase of securities, described in Note (1) to the
statement of condition, by correspondence with the Trustee. An audit also
includes assessing the accounting principles used and significant estimates
made by the Sponsor, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the statement of condition and the schedule of investments at
date of deposit referred to above present fairly, in all material respects,
the financial position of Nuveen Unit Trust, Series 3 (Nuveen Insured
Corporate Trust, Series 1) as of _________, 1997, in conformity with
generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
_____________, 1997.
Page 10 of 10
<PAGE>
NUVEEN UNIT TRUSTS
CORPORATE TRUST PROSPECTUS -- PART B
(GENERAL TERMS)
_______________, 1997
This Part B of the Prospectus may not be distributed unless accompanied
by Part A. Both Parts of this Prospectus should be retained for future
reference.
FURTHER DETAIL REGARDING CERTAIN OF THE INFORMATION PROVIDED IN THE
PROSPECTUS MAY BE OBTAINED WITHIN FIVE BUSINESS DAYS OF WRITTEN OR TELEPHONIC
REQUEST TO THE TRUSTEE AT 4 NEW YORK PLAZA, NEW YORK, NY 10004-2413 OR (800)
257-8787.
CURRENTLY OFFERED AT PUBLIC OFFERING PRICE PLUS INTEREST ACCRUED TO THE
DATE OF SETTLEMENT. MINIMUM PURCHASE -- EITHER $5,000 OR 50 UNITS, WHICHEVER
IS LESS.
THIS NUVEEN UNIT TRUST SERIES consists of the underlying separate unit
investment trusts set forth in Part A of this Prospectus. Each Trust
initially consists of delivery statements relating to contracts to purchase
Bonds and, thereafter, will consist of a portfolio of investment grade,
corporate debt obligations issued after July 18, 1984 (see "SCHEDULE OF
INVESTMENTS" appearing in Part A of this Prospectus). Except in specific
instances as noted in Part A of this Prospectus, the information contained in
this Part B shall apply to the Trust in its entirety.
THE OBJECTIVE of the Trusts is to provide a high level of current income
through an investment in a portfolio of investment grade, corporate debt
obligations issued after July 18, 1984.
DISTRIBUTIONS of interest received by a Trust will be made monthly. (See
"DISTRIBUTIONS TO UNITHOLDERS.") Distribution of funds in the Principal
Account, if any, will ordinarily be made monthly.
FOR ESTIMATED LONG TERM RETURNS AND ESTIMATED CURRENT RETURNS to Unitholders
on the business day prior to the Initial Date of Deposit, see Part A of this
Prospectus and "ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN."
THE PUBLIC OFFERING PRICE per Unit of each Trust during the initial offering
period is equal to a pro rata share of the OFFERING prices of the Bonds in
such Trust's portfolio plus a sales charge as set forth in Part A of this
Prospectus The Secondary Market Public Offering Price per Unit for each
Trust will be equal to a pro rata share of the sum of BID prices of the Bonds
in such Trust plus the sales charges as set forth in Part A of this
Prospectus. Accrued interest from
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
the preceding Record Date to, but not including, the settlement date
(normally three business days after purchase) is added to the Public Offering
Price. The sales charge is reduced on a graduated scale for sales involving
at least the number of Units set forth in Part A of this Prospectus.
A UNITHOLDER MAY REDEEM UNITS at the office of the Trustee at prices based
upon the BID prices of the Bonds. The price received upon redemption may be
more or less than the amount paid by Unitholders, depending upon the value of
the Bonds on the date of tender for redemption. (See "REDEMPTION.") The
Sponsor, although not required to do so, intends to make a secondary market
for the Units of the Trusts at prices based upon the bid prices of the Bonds
in the respective Trusts. (See "MARKET FOR UNITS.")
RISK FACTORS. An investment in a Trust should be made with an understanding
of the risks associated therewith, including, among other factors, the
inability of the issuer or an insurer to pay the principal of or interest on
a bond when due, the general condition of the relevant bond market, economic
recession, volatile interest rates, early call provisions and changes to the
tax status of the Bonds. The value of the underlying Bonds will fluctuate
inversely with changes in interest rates. Although in recent years interest
rates have been relatively stable, the uncertain economic conditions of prior
years, together with the monetary policies and fiscal measures adopted to
attempt to deal with them, resulted in wide fluctuations of interest rates
and, thus, in the value of fixed rate, corporate debt obligations. The
Sponsor cannot predict the degree to which such fluctuations will continue in
the future. See Part A of this Prospectus and "RISK FACTORS."
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TABLE OF CONTENTS
NUVEEN UNIT TRUSTS........................................................ 4
OBJECTIVES OF THE TRUSTS.................................................. 5
SUMMARY OF PORTFOLIOS..................................................... 5
RISK FACTORS.............................................................. 5
COMPOSITION OF TRUSTS..................................................... 6
INSURANCE ON THE BONDS.................................................... 8
PUBLIC OFFERING PRICE..................................................... 9
MARKET FOR UNITS.......................................................... 12
ACCRUED INTEREST.......................................................... 13
ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN................... 13
EVALUATION OF BONDS AT THE INITIAL DATE OF DEPOSIT........................ 14
TAX STATUS................................................................ 14
TRUST OPERATING EXPENSES.................................................. 18
DISTRIBUTIONS TO UNITHOLDERS.............................................. 19
ACCUMULATION PLAN......................................................... 21
REPORTS TO UNITHOLDERS.................................................... 21
UNIT VALUE AND EVALUATION................................................. 23
Distributions of Units to the Public...................................... 22
Ownership and Transfer of Units........................................... 23
Redemption................................................................ 24
Purchase of Units by the Sponsor.......................................... 26
Removal of Bonds From the Trusts.......................................... 26
Information About the Trustee............................................. 27
Information About the Sponsor............................................. 28
Other Information......................................................... 29
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NUVEEN UNIT TRUSTS
This Nuveen Unit Trust is one of a series of separate but similar investment
companies created by the Sponsor, each of which is designated by a different
Series number. The underlying unit investment trusts contained in this
Series are combined under one Trust Indenture and Agreement. Specific
information regarding each Trust is set forth in Part A of this Prospectus.
The various Nuveen Unit Trusts are collectively referred to herein as the
"TRUSTS." This Series was created under the laws of the State of New York
pursuant to a Trust Indenture and Agreement dated the Initial Date of Deposit
(the "INDENTURE") between John Nuveen & Co. Incorporated ("NUVEEN" or the
"SPONSOR") and The Chase Manhattan Bank (the "TRUSTEE").
The Sponsor has deposited with the Trustee delivery statements relating to
contracts for the purchase of fixed rate, corporate debt obligations together
with funds represented by an irrevocable letter of credit issued by a major
commercial bank in the amount, including accrued interest, required for their
purchase (or the obligations themselves) (the "BONDS"). See "SCHEDULE OF
INVESTMENTS" in Part A of this Prospectus, for a description of the Bonds
deposited in a Trust. See "SUMMARY OF PORTFOLIO" and "RISK FACTORS" for a
discussion of zero coupon bonds and stripped obligations included in the
Trusts, if any. Some of the delivery statements may relate to contracts for
the purchase of "when issued" or other Bonds with delivery dates after the
date of settlement for a purchase made on the Initial Date of Deposit. See
the "SCHEDULE OF INVESTMENTS" in Part A of this Prospectus and "COMPOSITION
OF TRUSTS." For a discussion of the Sponsor's obligations in the event of a
failure of any contract for the purchase of any of the Bonds and its limited
right to substitute other bonds to replace any failed contract, see
"COMPOSITION OF TRUSTS."
The Trustee has delivered to the Sponsor registered Units which represent
ownership of the entire Trust, and which are offered for sale by this
Prospectus. Each Unit of a Trust represents a fractional undivided interest
in the principal and net income of such Trust in the ratio set forth in
"PERFORMANCE INFORMATION" in Part A of this Prospectus. Units may only be
sold in states in which they are registered. To the extent that any Units of
any Trust are redeemed by the Trustee, the aggregate value of the Trust's
assets will decrease by the amount paid to the redeeming Unitholder, but the
fractional undivided interest of each unredeemed Unit in such Trust will
increase proportionately. The Sponsor will initially, and from time to time
thereafter, hold Units in connection with their offering.
Additional Units of each Trust may be issued from time to time following the
Initial Date of Deposit by depositing in such Trust additional Bonds or
contracts for the purchase thereof together with irrevocable letters of
credit or cash. As additional Units are issued by a Trust as a result of the
deposit of additional Bonds by the Sponsor, the aggregate value of the Bonds
in a Trust will be increased and the fractional undivided interest in such
Trust represented by each Unit will be decreased. The Sponsor may continue
to make additional deposits of Bonds into such Trust following the Initial
Date of Deposit, provided that such additional deposits will be in principal
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<PAGE>
amounts which will maintain the same original percentage relationship among
the principal amounts of the Bonds in such Trust established on the Initial
Date of Deposit. Thus, although additional Units will be issued, each Unit
will continue to represent the same principal amount of each Bond, and the
percentage relationship among the principal amount of each Bond in the
respective Trust will remain the same. To the extent that any Units are
redeemed by the Trustee or additional Units are issued as a result of
additional Bonds being deposited by the Sponsor, the fractional undivided
interest in a Trust represented by each unredeemed Unit will increase or
decrease accordingly, although the actual interest in such Trust represented
by such fraction will remain unchanged. Units will remain outstanding until
redeemed upon tender to the Trustee by Unitholders, which may include the
Sponsor, or until termination of the Trust Agreement.
OBJECTIVE OF THE TRUSTS
The objective of the Trusts is designed to provide a high level of current
income and preservation of capital. The Trusts may be an appropriate
investment vehicle for investors who wish to participate in a portfolio of
taxable fixed income obligations issued by corporate obligors with greater
diversification than investors might be able to acquire individually. Bonds
of the type deposited in the Trusts often are not available in small amounts.
Diversification of the Trusts' assets will not eliminate the risk of loss
always inherent in the ownership of corporate debt obligations. In addition,
for certain Unitholders who are not United States citizens or residents,
interest income will be exempt from withholding for U.S. federal income tax
purposes, if certain conditions are met.
SUMMARY OF PORTFOLIOS
In selecting Bonds for deposit in the Trusts, the following factors, among
others, were considered by the Sponsor: (a) the prices and yields of such
Bonds relative to other Bonds of similar quality and maturity, including the
extent to which such Bonds are traded at a premium or discount from par; (b)
the present rating and credit quality of the issuers of the Bonds and the
potential improvement in the credit quality of such issuers; (c) the
diversification of the Bonds as to location of issuer; (d) the income to the
Unitholders of the Trusts; (e) whether the Bonds were issued after July 18,
1984; and (f) the stated maturities of the Bonds.
RISK FACTORS
CORPORATE DEBT OBLIGATIONS. An investment in Units of a Trust should be made
with an understanding of the risks that an investment in fixed rate,
investment grade corporate debt obligations may entail, including the risk
that the value of the Units will decline with increases in interest rates.
In recent years there have been wide fluctuations in interest rates and thus
in the value of fixed rate, debt obligations generally. Generally, bonds
with longer maturities will fluctuate in value more than bonds with shorter
maturities. A slowdown in the economy, or a development adversely affecting
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<PAGE>
an issuer's creditworthiness, may result in the issuer being unable to
maintain earnings or sell assets at the rate and at the prices, respectively,
that are required to produce sufficient cash flow to meet its interest and
principal requirements. The Portfolio consists of Bonds that, in many cases,
do not have the benefit of covenants that would prevent the issuer from
engaging in capital restructurings or borrowing transactions in connection
with corporate acquisitions, leveraged buyouts or restructurings that could
have the effect of reducing the ability of the issuer to meet its obligations
and might result in the ratings of the Bonds and the value of the underlying
portfolio being reduced.
Should the issuer of any Bond default in the payment of principal or
interest, the Trust may incur additional expenses seeking payment on the
defaulted Bond. Because amounts (if any) recovered by a Trust in payment
under the defaulted Bond may not be reflected in the value of the Units until
actually received by such Trust, and depending upon when a Unitholder
purchases or sell his or her Units, it is possible that a Unitholder would
bear a portion of the cost of recovery without receiving any portion of the
payment recovered.
Certain of the Bonds may have been deposited at a market discount or premium
principally because their interest rates are lower or higher than prevailing
rates on comparable bonds. The current returns of market discount bonds are
lower than comparably rated bonds selling at par because discount bonds tend
to increase in market value as they approach maturity. The current returns
of market premium bonds are higher than comparably rated bonds selling at par
because premium bonds tend to decrease in market value as they approach
maturity. Because part of the purchase price is returned through current
income payments and not at maturity, an early redemption at par of a premium
bond will result in a reduction in yield to a Trust. Market premium or
discount attributable to interest rate changes does not indicate market
confidence or lack of confidence in the issue.
PUBLIC UTILITY ISSUES. Certain of the Bonds in a Trust may be obligations of
public utility issuers. In general, public utilities are regulated
monopolies engaged in the business of supplying light, water, power, heat,
transportation or means of communication. Historically, the utilities
industry has provided investors in securities issued by companies in this
industry with high levels of reliability, stability and relative total return
on their investments. However, an investment in a Trust which contains
obligations of public utility issuers should be made with an understanding of
the characteristics of such issuers and the risks which such an investment
may entail. General problems of such issuers would include the difficulty in
financing large construction programs in an inflationary period, the
limitations on operations and increased costs and delays attributable to
environmental considerations, the difficulty of the capital market in
absorbing utility debt, the difficulty in obtaining fuel at reasonable prices
and the effect of energy conservation. All of such issuers have been
experiencing certain of these problems in varying degrees. In addition,
federal, state and municipal governmental authorities may from time to time
review existing, and impose additional, regulations governing the licensing,
construction and operation of nuclear power plants, which may adversely
affect the ability of the issuers of certain of such Bonds in certain Trusts
to make payments of principal and/or interest on such Bonds.
Utilities are generally subject to extensive regulation by state utility
commissions which, for example, establish the rates which may be charged and
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<PAGE>
the appropriate rate of return on an approved asset base, which must be
approved by the state commissions. Certain utilities have had difficulty
from time to time in persuading regulators, who are subject to political
pressures, to grant rate increases necessary to maintain an adequate return
on investment and voters in many states have the ability to impose limits on
rate adjustments (for example, by initiative or referendum). Any unexpected
limitations could negatively affect the profitability of utilities whose
budgets are planned far in advance. Also, changes in certain accounting
standards currently under consideration by the Financial Accounting Standards
Board could cause significant write-downs of assets and reductions in
earnings for many investor-owned utilities. In addition, gas pipeline and
distribution companies have had difficulties in adjusting to short and
surplus energy supplies, enforcing or being required to comply with long-term
contracts and avoiding litigation from their customers, on the one hand, or
suppliers, on the other.
Certain of the issuers of the Bonds in a Trust may own or operate nuclear
generating facilities. Governmental authorities may from time to time review
existing, and impose additional, requirements governing the licensing,
construction and operation of nuclear power plants. Nuclear generating
projects in the electric utility industry have experienced substantial cost
increases, construction delays and licensing difficulties. These have been
caused by various factors, including inflation, high financing costs,
required design changes and rework, allegedly faulty construction, objections
by groups and governmental officials, limits on the ability to finance,
reduced forecasts of energy requirements and economic conditions. This
experience indicates that the risk of significant cost increases, delays and
licensing difficulties remains present through completion and achievement of
commercial operation of any nuclear project. Also, nuclear generating units
in service have experienced unplanned outages or extensions of scheduled
outages due to equipment problems or new regulatory requirements sometimes
followed by a significant delay in obtaining regulatory approval to return to
service. A major accident at a nuclear plan anywhere, such as the accident
at a plant in Chernobyl, U.S.S.R., could cause the imposition of limits or
prohibitions on the operation, construction or licensing of nuclear units in
the United States.
In view of the uncertainties discussed above, there can be no assurance that
any bond issuer's share of the full cost of nuclear units under construction
ultimately will be recovered in rates or of the extent to which a bond issuer
could earn an adequate return on its investment in such units. The
likelihood of a significantly adverse event occurring in any of the areas of
concern described above varies, as does the potential severity of any adverse
impact. It should be recognized, however, that one or more of such adverse
events could occur and individually or collectively could have a material
adverse impact on the financial condition or the results of operations or on
a bond issuer's ability to make interest and principal payments on its
outstanding debt.
Other general problems of the gas, water, telephone and electric utility
industry (including state and local joint action power agencies) include
difficulty in obtaining timely and adequate rate increases, difficulty in
financing large construction programs to provide new or replacement
facilities during an inflationary period, rising costs of rail transportation
to transport fossil fuels, the uncertainty of transmission service costs for
both interstate and intrastate transactions, changes in tax laws which
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<PAGE>
adversely affect a utility's ability to operate profitably, increased
competition in service costs, reductions in estimates of future demand for
electricity and gas in certain areas of the country, restrictions on
operations and increased cost and delays attributable to environmental
considerations, uncertain availability and increased cost of capital,
unavailability of fuel for electric generation at reasonable prices,
including the steady rise in fuel costs and the costs associated with
conversion to alternate fuel sources such as coal, availability and cost of
natural gas for resale, technical and cost factors and other problems
associated with construction, licensing, regulation and operation of nuclear
facilities for electric generation, including among other considerations the
problems associated with the use of radioactive materials and the disposal of
radioactive wastes, and the effects of energy conservation. Each of the
problems referred to could adversely affect the ability of the issuer of any
utility Bonds in a Trust to make payments due on these Bonds.
In addition, the ability of state and local joint action power agencies to
make payments on bonds they have issued is dependent in large part on
payments made to them pursuant to power supply or similar agreements.
Courts in Washington and Idaho have held that certain agreements between
Washington Public Power Supply System ("WPPSS") and the WPPSS participants
are unenforceable because the participants did not have the authority to
enter into the agreements. While these decisions are not specifically
applicable to agreements entered into by public entities in other states,
they may cause a reexamination of the legal structure and economic viability
of certain projects financed by joint action power agencies, which might
exacerbate some of the problems referred to above and possibly lead to legal
proceedings questioning the enforceability of agreements upon which payment
of these bonds may depend.
Business conditions of the telephone industry in general may affect the
performance of a Trust. General problems of telephone companies include
regulation of rates for service by the FCC and various state or other
regulatory agencies. However, over the last several years regulation has
been changing, resulting in increased competition. The new approach is more
market oriented, more flexible and more complicated. For example, Federal
and certain state regulators have instituted "price cap" regulation which
couples protection of rate payers for basic services with flexible pricing
for ancillary services. These new approaches to regulation could lead to
greater risks as well as greater rewards for operating telephone companies
such as those in the Trusts. Inflation has substantially increased the
operating expenses and cost of plant required for growth, service,
improvement and replacement of existing plant. Continuing cost increases, to
the extent not offset by improved productivity and revenues from increased
business, would result in a decrease in rate of return and a continuing need
for rate increases. Although allowances are generally made in rate making
proceedings for cost increases, delays may be experienced in obtaining the
necessary rate increases and there can be no assurance that the regulatory
agencies will grant rate increases adequate to cover operating and other
expenses and debt service requirements. To meet increasing competition,
telephone companies will have to commit substantial capital, technological
and marketing resources. Telephone usage, and therefore revenues, could also
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be adversely affected by any sustained economic recession. New technology,
such as cellular service and fiber optics, will require additional capital
outlays. The uncertain outcomes of future labor agreements may also have a
negative impact on the telephone companies. Each of these problems could
adversely affect the ability of the telephone company issuers of any Bonds in
a portfolio to make payments of principal and interest on their Bonds.
COMPOSITION OF TRUSTS
Each Trust initially consists of delivery statements relating to contracts to
purchase Bonds (or of such Bonds) as are listed under "SCHEDULE OF
INVESTMENTS" in Part A of this Prospectus and, thereafter, of such Bonds as
may continue to be held from time to time (including certain bonds deposited
in the Trust to create additional Units, in substitution for Bonds not
delivered to a Trust or in exchange or substitution for Bonds upon certain
refundings), together with accrued and undistributed interest thereon and
undistributed cash realized from the disposition of Bonds.
"WHEN-ISSUED" AND "DELAYED DELIVERY" TRANSACTIONS. The contracts to purchase
Bonds delivered to the Trustee represent an obligation by issuers or dealers
to deliver Bonds to the Sponsor for deposit in the Trusts. Certain of the
contracts relate to Bonds which have not been issued as of the Initial Date
of Deposit and which are commonly referred to as "when issued" or "when, as
and if issued" Bonds. Although the Sponsor believes it unlikely, if such
Bonds, or replacement bonds described below, are not acquired by a Trust or
if their delivery is delayed, the Estimated Current Returns and Estimated
Long Term Returns shown in Part A of this Prospectus may be reduced. Certain
of the contracts for the purchase of Bonds provide for delivery dates after
the date of settlement for purchases made on the Initial Date of Deposit.
Interest on such "when issued" and "delayed delivery" Bonds accrues to the
benefit of Unitholders commencing with the first settlement date for the
Units. However, in the opinion of counsel, Unitholders who purchase their
Units prior to the date such Bonds are actually delivered to the Trustee must
reduce the tax basis of their Units for interest accruing on such Bonds
during the interval between their purchase of Units and the delivery of the
Bonds because such amounts constitute a return of principal. As a result of
such adjustment, the Estimated Current Returns set forth in Part A of this
Prospectus (which are based on the Public Offering Price as of the business
day prior to the Initial Date of Deposit) may be slightly lower than that
which Unitholders will receive after the first year, assuming the Portfolio
does not change and estimated annual expense does not vary from that set
forth under "PERFORMANCE INFORMATION" in Part A of this Prospectus. Those
Bonds in each Trust purchased with delivery dates after the date of
settlement for purchases made on the Initial Date of Deposit are so noted in
the "SCHEDULE OF INVESTMENTS" in Part A of this Prospectus.
LIMITED REPLACEMENT OF CERTAIN BONDS. Neither the Sponsor nor the Trustee
shall be liable in any way for any default, failure or defect in any Bond.
In the event of a failure to deliver any Bond that has been purchased for a
Trust under a contract, including those Bonds purchased on a when, as and if
issued basis ("FAILED BONDS"), the Sponsor is authorized under the Indenture
to direct the Trustee to acquire other specified Bonds ("REPLACEMENT BONDS")
to make up the original corpus of the Trust within 20 days after delivery of
notice of the failed contract and the cost to the Trust (exclusive of accrued
interest) may not exceed the amount of funds reserved for the purchase of the
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Failed Bonds. The Replacement Bonds must satisfy the criteria previously
described for the Trusts and shall be substantially identical to the Failed
Bonds they replace. The Replacement Bonds (i) must be payable in United
States currency, (ii) must be purchased at a price that results in a yield to
maturity and a current return at least equal to that of the Failed Bonds as
of the Initial Date of Deposit, (iii) must satisfy any rating criteria for
Bonds originally included in the Trust, (iv) must be insured prior to
acquisition by the Trust, (v) must be corporate bonds, debentures, notes or
other straight debt obligations (whether secured or unsecured and whether
senior or subordinated) without equity or other conversion features, with
fixed maturity dates substantially the same as those or the Failed Bonds
having no warrants or subscription privileges attached and (vi) be issued
after July 18, 1984. In addition, Replacement Bonds shall not be "when, as
and if issued" Bonds. Whenever a Replacement Bond has been acquired for a
Trust, the Trustee shall, within five days after the delivery thereof, mail
or deliver a notice of such acquisition to all Unitholders of the Trust
involved. Once the original corpus of the Trust is acquired, the Trustee
will have no power to vary the investment of the Trust.
To the extent Replacement Bonds are not acquired, the Sponsor shall refund to
all Unitholders of the Trust involved the sales charge attributable to such
Failed Bonds not replaced, and the principal and accrued interest
attributable to such Bonds shall be distributed not more than 30 days after
the determination of such failure or at such earlier time as the Trustee in
its sole discretion deems to be in the interest of the Unitholders. Any such
accrued interest paid to Unitholders will be paid by the Sponsor. In the
event Failed Bonds in a Trust could not be replaced, the Net Annual Interest
Income per Unit for such Trust would be reduced and the Estimated Current
Return thereon might be lowered.
SALE, MATURITY AND REDEMPTION OF BONDS. Certain of the Bonds may from time
to time under certain circumstances be sold or will mature in accordance with
their terms. The proceeds from such events will be used to pay for Units
redeemed or distributed to Unitholders and not reinvested; accordingly, no
assurance can be given that a Trust will retain for any length of time its
present size and composition.
LITIGATION. To the best knowledge of the Sponsor, there is no litigation
pending as of the Initial Date of Deposit in respect of any Bonds which might
reasonably be expected to have a material adverse effect on the Trusts. It
is possible that after the Initial Date of Deposit, litigation may be
initiated with respect to Bonds in any Trust. The Sponsor is unable to
predict whether any such litigation may be instituted, or if instituted,
whether such litigation might have a material adverse effect on the Trusts.
INSURANCE ON THE BONDS
All Bonds in an insured portfolio except for any U.S. Treasury obligations
are insured as to the scheduled payment of interest and principal either by
the issuer of the Bonds or by the Sponsor under a financial guaranty
insurance policy obtained from MBIA Insurance Corporation ("MBIA"). The
premium for each such insurance policy has been paid in advance by such
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issuer or the Sponsor and each such policy is non-cancellable and will remain
in force so long as the Bonds are outstanding and MBIA remains in business.
No premiums for such insurance are paid by any Trust. If MBIA is unable to
meet its obligations under its policy or if the rating assigned to the
claims-paying ability of MBIA deteriorates, no other insurer has any
obligation to insure any issue adversely affected by either of these events.
The aforementioned insurance guarantees the scheduled payment of principal
and interest on all of the Bonds in an Insured Utility Portfolio except for
any U.S. Treasury obligations. It does not guarantee the market value of the
Bonds or the value of the Units of a Trust. This insurance is effective so
long as the Bond is outstanding, whether or not held by a Trust. Therefore,
any such insurance may be considered to represent an element of market value
in regard to the Bonds, but the exact effect, if any, of this insurance on
such market value cannot be predicted.
MBIA, formerly known as Municipal Bond Investors Insurance Corporation, is
the principal operating subsidiary of MBIA, Inc., a New York Stock Exchange
listed company. MBIA, Inc. is not obligated to pay the debts of or claims
against MBIA. MBIA is domiciled in the State of New York and licensed to do
business in all 50 states, the District of Columbia, the Commonwealth of
Puerto Rico, the Commonwealth of the Northern Mariana Islands, the Virgin
Islands of the United States and the Territory of Guam. MBIA has one
European branch in the Republic of France.
As of December 31, 1995, MBIA had admitted assets of $3.8 billion (audited),
total liabilities of $2.5 billion (audited), and total capital and surplus of
$1.3 billion (audited) determined in accordance with statutory accounting
practices prescribed or permitted by insurance regulatory authorities. As of
March 31, 1996, MBIA had admitted assets of $4.0 billion (unaudited), total
liabilities of $2.7 billion (unaudited), and total capital and surplus of
$1.3 billion (unaudited) determined in accordance with statutory accounting
practices prescribed or permitted by insurance regulatory authorities.
Copies of MBIA Corporation's financial statements prepared in accordance with
statutory accounting practices are available from MBIA Corporation. The
address of MBIA Corporation is 113 King Street, Armonk, New York 10504.
Moody's rates all bond issues insured by MBIA "Aaa" and short term loans "MIG
1," both designated to be of the highest quality. Standard & Poor's, upon
request, rates all new issues insured by MBIA "AAA."
Because the Bonds in a Trust (other than U.S. Treasury Obligations) are
insured as to the scheduled payment of principal and interest and on the
basis of the financial condition and the method of operation of MBIA,
Standard & Poor's has assigned to Units in an such Trusts its "AAA"
investment rating. This is the highest rating assigned to securities by such
rating agency. These ratings should not be construed as an approval of the
offering of the Units by Standard & Poor's or as a guarantee of the market
value of a Trust or the Units thereof.
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Bonds in a Trust for which insurance has been obtained by the issuer thereof
or by the Sponsor from MBIA (all of which were rated "Aaa" by Moody's) may or
may not have a higher yield than uninsured bonds rated "Aaa" by Moody's. In
selecting Bonds for the portfolio of a Trust, the Sponsor has applied the
criteria hereinbefore described.
PUBLIC OFFERING PRICE
The Public Offering Price of the Units of each Trust is equal to the
Trustee's determination of the aggregate offering prices of the Bonds
deposited therein (minus any advancement to the principal account of the
Trust made by the Trustee) plus a sales charge as set forth in Part A of this
Prospectus, in each case adding to the total thereof, the cash held by the
Trust, if any, and dividing the sum so obtained by the number of Units
outstanding in the Trust. See "UNIT VALUE AND EVALUATION."
The sales charge applicable to quantity purchases is reduced on a graduated
scale as set forth in Part A of this Prospectus. For purposes of calculating
the applicable sales charge, purchasers who have indicated their intent to
purchase a specified amount of Units of any Trust in the primary or secondary
offering period by executing and delivering a letter of intent to the
Sponsor, which letter of intent must be in a form acceptable to the Sponsor
and shall have a maximum duration of thirteen months, will be eligible to
receive a reduced sales charge according to the following tables based on the
amount of intended aggregate purchases as expressed in the letter of intent.
Due to administrative limitations and in order to permit adequate tracking,
the only secondary market purchases that will be permitted to be applied
toward the intended specified amount and that will receive the corresponding
reduced sales charge are those Units that are acquired through or from the
Sponsor. By establishing a letter of intent, a Unitholder agrees that the
first purchase of Units following the execution of such letter of intent will
be at least 5% of the total amount of the intended aggregate purchases
expressed in such Unitholder's letter of intent. Further, through the
establishment of the letter of intent, such Unitholder agrees that Units
representing 5% of the total amount of the intended purchases will be held in
escrow by the Trustee pending completion of these purchases. All
distributions on Units held in escrow will be credited to such Unitholder's
account. If total purchases prior to the expiration of the letter of intent
period equal or exceed the amount specified in a Unitholder's letter of
intent, the Units held in escrow will be transferred to such Unitholder's
account. A Unitholder who purchases Units during the letter of intent period
in excess of the number of Units specified in a Unitholder's letter of
intent, the amount of which would cause the Unitholder to be eligible to
receive an additional sales charge reduction, will be allowed such additional
sales charge reduction on the purchase of Units which caused the Unitholder
to reach such new breakpoint level and on all additional purchases of Units
during the letter of intent period. If the total purchases are less than the
amount specified, the Unitholder involved must pay the Sponsor an amount
equal to the difference between the amounts paid for these purchases and the
amounts which would have been paid if the higher sales charge had been
applied; the Unitholder will, however, be entitled to any reduced sales
charge qualified for by reaching any lower breakpoint level. If such
Unitholder does not pay the additional amount within 20 days after written
request by the Sponsor or the Unitholder's representative, the Sponsor will
instruct the Trustee to redeem an appropriate number of the escrowed Units to
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meet the required payment. By establishing a letter of intent, a Unitholder
irrevocably appoints the Sponsor as attorney to give instructions to redeem
any or all of such Unitholder's escrowed Units, with full power of
substitution in the premises. A Unitholder or his bonds representative must
notify the Sponsor whenever such Unitholder makes a purchase of Units that he
wishes to be counted towards the intended amount.
For "secondary market" sales, the Public Offering Price per Unit of each
Trust is determined by adding to the Trustee's determination of the bid price
of each Bond in the Trust a sales charge as set forth in Part A of this
Prospectus. See "UNIT VALUE AND EVALUATION." The secondary market sales
charge is reduced with respect to quantity purchases in such amounts as set
forth in Part A of this Prospectus.
Pursuant to the terms of the Indenture, the Trustee may terminate a Trust if
the net asset value of such Trust, as shown by any evaluation, is less than
20% of the original principal amount of the Trust.
At all times while Units are being offered for sale, the Sponsor will
appraise or cause to be appraised daily the value of the underlying Bonds in
each Trust as of 4:00 p.m. eastern time, or as of any earlier closing time on
a day on which the New York Stock Exchange (the "EXCHANGE") is scheduled in
advance to close at such earlier time and will adjust the Public Offering
Price of the Units commensurate with such appraisal. Such Public Offering
Price will be effective for all orders received by a dealer or the Sponsor at
or prior to 4:00 p.m. eastern time on each such day or as of any earlier
closing time on a day on which the Exchange is scheduled in advance to close
at such earlier time. Orders received after that time, or on a day when the
Exchange is closed for a scheduled holiday or weekend, will be held until the
next determination of price.
Accrued interest from the preceding Record Date to, but not including, the
settlement date of the transaction (three business days after purchase) will
be added to the Public Offering Price to determine the purchase price of
Units. See "ACCRUED INTEREST."
The graduated sales charges set forth above will apply on all applicable
purchases of Nuveen investment company securities on any one day by the same
purchaser in the amounts stated, and for this purpose purchases of this
Series will be aggregated with concurrent purchases of any other Series or of
shares of any open-end management investment company of which the Sponsor is
principal underwriter and with respect to the purchase of which a sales
charge is imposed. Purchases by or for the account of an individual and his
or her spouse and children under 21 years of age ("IMMEDIATE FAMILY MEMBERS")
will be aggregated to determine the applicable sales charge. The graduated
sales charges are also applicable to a trustee or other fiduciary purchasing
securities for a single trust estate or single fiduciary account. Units may
be purchased at the Public Offering Price without a sales charge by officers
or directors and by bona fide, full-time employees of Nuveen, Nuveen Advisory
Corp., Nuveen Institutional Advisory Corp. and The John Nuveen Company,
including in each case these individuals and their immediate family members
(as defined above).
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Units may be purchased in the primary market with a sales charge of _____% of
the Public Offering Price by (1) investors who purchase Units through
registered investment advisers, certified financial planners and registered
broker-dealers who in each case either charge periodic fees for financial
planning, investment advisory or asset management services, or provide such
services in connection with the establishment of an investment account for
which a comprehensive "wrap fee" charge is imposed, (2) bank trust
departments investing funds over which they exercise exclusive discretionary
investment authority and that are held in a fiduciary, agency, custodial or
similar capacity, (3) any person who for at least 90 days, has been an
officer, director or bona fide employee of any firm offering Units for sale
to investors or their immediate family members (as defined above) and (4)
officers and directors of bank holding companies that make Units available
directly or through subsidiaries or bank affiliates (collectively, the
"DISCOUNTED PURCHASES"). In addition, such investors may purchase Units in
the secondary market at the Public Offering Price for non-breakpoint
purchases minus the concession the Sponsor typically allows to brokers and
dealers for non-breakpoint purchases. Notwithstanding anything to the
contrary in this Prospectus, investors who purchase Units as described in
this paragraph will not receive sales charge reductions for quantity
purchases.
The initial or primary Public Offering Price of the Units in each Trust is
based upon a pro rata share of the offering prices per Unit of the Bonds in
such Trust plus the applicable sales charge. The secondary market Public
Offering Price of each Trust is based upon a pro rata share of the bid prices
per Unit of the Bonds in such Trust plus the applicable sales charge. The
offering prices of Bonds in a Trust may be expected to average between 1/2%
to 2% more than the bid prices of such Bonds. The difference between the bid
side evaluation and the offering side evaluation of the Bonds in each Trust
on the business day prior to the Initial Date of Deposit is shown in the
discussion of each Trust portfolio.
Whether or not Units are being offered for sale, the Sponsor will determine
the aggregate value of each Trust as of 4:00 p.m. eastern time: (i) on each
June 30 or December 31 (or, if such date is not a business day, the last
business day prior thereto), (ii) on any day on which a Unit is tendered for
redemption (or the next succeeding business day if the date of tender is a
non-business day) and (iii) at such other times as may be necessary. For
this purpose, a "business day" shall be any day on which the Exchange is
normally open. (See "UNIT VALUE AND EVALUATION.")
MARKET FOR UNITS
During the initial public offering period, the Sponsor intends to offer to
purchase Units of each Trust at a price equivalent to the pro rata share per
Unit of the offering prices of the Bonds in such Trust (plus accrued
interest). Afterward, although it is not obligated to do so, the Sponsor
intends to maintain a secondary market for Units of each Trust at its own
expense and continuously to offer to purchase Units of each Trust at prices,
subject to change at any time, which are based upon the bid prices of Bonds
in the respective portfolios of the Trusts. UNITHOLDERS WHO WISH TO DISPOSE
OF THEIR UNITS SHOULD INQUIRE OF THE TRUSTEE OR THEIR BROKER AS TO THE
CURRENT REDEMPTION PRICE. (See "REDEMPTION.") In connection with its
secondary market making activities, the Sponsor may from time to time enter
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into secondary market joint account agreements with other brokers and
dealers. Pursuant to such an agreement, the Sponsor will purchase Units from
the broker or dealer at the bid price and will place the Units into a joint
account managed by the Sponsor; sales from the account will be made in
accordance with the then current prospectus and the Sponsor and the broker or
dealer will share profits and losses in the joint account in accordance with
the terms of their joint account agreement.
Certificates, if any, for Units are delivered to the purchaser as promptly
after the date of settlement (three business days after purchase) as the
Trustee can complete the mechanics of registration, normally within 48 hours
after registration instructions are received. Purchasers of Units to whom
Certificates are issued will be unable to exercise any right of redemption
until they have received their Certificates, properly endorsed for transfer.
(See "REDEMPTION.")
ACCRUED INTEREST
Accrued interest is the accumulation of unpaid interest on a bond from the
last day on which interest thereon was paid. Interest on Bonds in each Trust
is accounted for daily on an accrual basis. For this reason, the purchase
price of Units of a Trust will include not only the Public Offering Price but
also the proportionate share of accrued interest to the date of settlement.
Unitholders will receive on the next distribution date of a Trust the amount,
if any, of accrued interest paid on their Units.
In an effort to reduce the amount of accrued interest that investors would
have to pay in addition to the Public Offering Price, the Trustee has agreed
to advance to each Trust the amount of accrued interest due on the Bonds as
of the Initial Date of Deposit (which has been designated the first Record
Date). This accrued interest will be paid to the Sponsor as the holder of
record of all Units on the Initial Date of Deposit. Consequently, the amount
of accrued interest to be added to the Public Offering Price of Units will
include only accrued interest from the Initial Date of Deposit to, but not
including, the date of settlement of the investor's purchase (three business
days after purchase), less any distributions from the related Interest
Account. The Trustee will recover its advancements (without interest or
other cost to the Trusts) from interest received on the Bonds deposited in
each Trust.
The Trustee has no cash for distribution to Unitholders until it receives
interest payments on the Bonds in the Trusts. Since interest is accrued
daily but paid only semi-annually, during the initial months of the Trusts,
the Interest Accounts, consisting of accrued but uncollected interest and
collected interest (cash), will be predominantly the uncollected accrued
interest that is not available for distribution. However, due to advances by
the Trustee, the Trustee will provide a first distribution approximately 30
days after the Initial Date of Deposit. Assuming each Trust retains its
original size and composition and expenses and fees remain the same, annual
interest collected and distributed will approximate the estimated Net Annual
Interest Income stated in Part A of this Prospectus. However, the amount of
accrued interest at any point in time will be greater than the amount that
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the Trustee will have actually received and distributed to the Unitholders.
Therefore, there will always remain an item of accrued interest that is
included in the purchase price and the redemption price of the Units.
Interest is accounted for daily and a proportionate share of accrued and
undistributed interest computed from the preceding Record Date is added to
the daily valuation of each Unit of each Trust. (See Part A of this
Prospectus and "WHEN ARE DISTRIBUTIONS MADE TO UNITHOLDERS?") As Bonds
mature, or are redeemed or sold, the accrued interest applicable to such
bonds is collected and subsequently distributed to Unitholders. Unitholders
who sell or redeem all or a portion of their Units will be paid their
proportionate share of the remaining accrued interest to, but not including,
the third business day following the date of sale or tender.
ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN
The Estimated Long Term Return for each Trust is a measure of the return to
the investor expected to be earned over the estimated life of the Trust. The
Estimated Long Term Return represents an average of the yields to maturity
(or call) of the Bonds in the Trust's portfolio calculated in accordance with
accepted bond practice and adjusted to reflect expenses and sales charges.
Under accepted bond practice, bonds are customarily offered to investors on a
"yield price" basis, which involves computation of yield to maturity or to an
earlier call date (whichever produces the lower yield), and which takes into
account not only the interest payable on the bonds but also the amortization
or accretion of any premium over, or discount from, the par (maturity) value
inherent in the bond's purchase price. In the calculation of Estimated Long
Term Return, the average yield for a Trust's portfolio is derived by
weighting each Bond's yield by the market value of the Bond and by the amount
of time remaining to the date to which the Bond is priced. This weighted
average yield is then adjusted to reflect estimated expenses, is compounded,
and is reduced by a factor which represents the amortization of the sales
charge over the expected average life of a Trust. The Estimated Long Term
Return calculation does not take into account the effect of a first
distribution which may be less than a regular distribution or may be paid at
some point after 30 days.
Estimated Current Return is computed by dividing the Net Annual Interest
Income per Unit by the Public Offering Price. In contrast to Estimated Long
Term Return, Estimated Current Return does not reflect the amortization of
premium or accretion of discount, if any, on the Bonds in a Trust's
portfolio. Net Annual Interest Income per Unit is calculated by dividing the
annual interest income to a Trust, less estimated expenses, by the number of
Units outstanding.
Net Annual Interest Income per Unit, used to calculate Estimated Current
Return, will vary with changes in fees and expenses of the Trustee and the
Evaluator and with the redemption, maturity, exchange or sale of Bonds. A
Unitholder's actual return may vary significantly from the Estimated
Long-Term Return, based on their holding period, market interest rate
changes, other factors affecting the prices of individual bonds in the
portfolio, and differences between the expected remaining life of portfolio
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bonds and the actual length of time that they remain in a Trust; such actual
holding periods may be reduced by termination of a Trust, as described in
"OTHER INFORMATION." Since both the Estimated Current Return and the
Estimated Long Term Return quoted herein are based on the market value of the
underlying Bonds on the business day prior to the Initial Date of Deposit,
subsequent calculations of these performance measures will reflect the then
current market value of the underlying Bonds and may be higher or lower. The
Sponsor will provide estimated cash flow information relating to a Trust
without charge to each potential investor in a Trust who receives this
prospectus and makes an oral or written request to the Sponsor for such
information.
A portion of the monies received by a Trust may be treated, in the first year
only, as a return of principal due to the inclusion in the Trust portfolio of
"when-issued" or other Bonds having delivery dates after the date of
settlement for purchases made on the Initial Date of Deposit. A consequence
of this treatment is that in the computation of Estimated Current Return for
the first year, such monies are excluded from Net Annual Interest Income and
treated as an adjustment to the Public Offering Price. (See "Performance
Information" appearing in Part A of this Prospectus, "COMPOSITION OF TRUSTS"
and "WHAT IS THE TAX STATUS OF UNITHOLDERS?")
A comparison of estimated current returns with the returns on various other
taxable investments is one element to consider in making an investment
decision. The Sponsor may from time to time in its advertising and sales
materials compare the then current estimated returns on a Trust and returns
over specified periods on other similar Nuveen Trusts with returns on taxable
investments such as corporate or U.S. Government bonds, bank CD's and money
market accounts or money market funds, each of which has investment
characteristics that may differ from those of the Trust. U.S. Government
bonds, for example, are backed by the full faith and credit of the U.S.
Government and bank CD's and money market accounts are insured by an agency
of the federal government. Money market accounts and money market funds
provide stability of principal, but pay interest at rates that vary with the
condition of the short-term debt market. The investment characteristics of
the Trusts are described more fully elsewhere in the Prospectus.
EVALUATION OF BONDS AT THE INITIAL DATE OF DEPOSIT
The prices at which the Bonds deposited in the Trusts would have been offered
to the public on the business day prior to the Initial Date of Deposit were
determined by the Trustee on the basis of an evaluation of such bonds
prepared by Kenny S&P Evaluation Services, a division of J. J. Kenny Co.,
Inc. ("KENNY S&P"), a firm regularly engaged in the business of evaluating,
quoting or appraising comparable bonds.
The amount by which the Trustee's determination of the OFFERING PRICES of the
Bonds deposited in the Trust was greater or less than the cost of such Bonds
to the Sponsor was PROFIT OR LOSS to the Sponsor exclusive of any
underwriting profit. (See Part A of this Prospectus.) The Sponsor also may
realize FURTHER PROFIT OR SUSTAIN FURTHER LOSS as a result of fluctuations in
the Public Offering Price of the Units. Cash, if any, made available to the
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Sponsor prior to the settlement date for a purchase of Units, or prior to the
acquisition of all Portfolio bonds by a Trust, may be available for use in
the Sponsor's business, and may be of benefit to the Sponsor.
TAX STATUS
In the Opinion of Chapman and Cutler, special counsel for the Sponsor, under
existing law:
1. Each Trust is not an association taxable as a corporation for federal
income tax purposes.
2. Each Unitholder will be considered the owner of a pro rata portion of
each of the Trust assets for federal income tax purposes under Subpart E,
Subchapter J of Chapter 1 of the Internal Revenue Code of 1986, as amended
(the "CODE"). Each Unitholder will be considered to have received his pro
rata share of income derived from each Trust asset when such income is
considered to be received by a Trust.
3. Each Unitholder will have a taxable event when a Bond is disposed of
(whether by sale, exchange, liquidation, redemption, or payment at maturity)
or when the Unitholder redeems or sells his Units. The cost of the Units to
a Unitholder on the date such Units are purchased is allocated among the
Bonds held in a Trust (in accordance with the proportion of the fair market
values of such Bonds) in order to determine his tax basis for his pro rata
portion in each Bond. Unitholders must reduce the tax basis of their Units
for their share of accrued interest received, if any, on Bonds delivered
after the date on which the Unitholders pay for their Units and,
consequently, such Unitholders may have an increase in taxable gain or
reduction in capital loss upon the disposition of such Units. Gain or loss
upon the sale or redemption of Units is measured by comparing the proceeds of
such sale or redemption with the adjusted basis of the Units. If the Trustee
disposes of Bonds, gain or loss is recognized to the Unitholder (subject to
various non-recognition provisions of the Code). The amount of any such gain
or loss is measured by comparing the Unitholders' pro rata share of the total
proceeds from such disposition with his basis for his fractional interest in
the asset disposed of. The basis of each Unit and of each Bond which was
issued with original issue discount must be increased by the amount of
accrued original issue discount and the basis of each Unit and of each Bond
which was purchased by a Trust at a premium must be reduced by the annual
amortization of bond premium which the Unitholder has properly elected to
amortize under Section 171 of the Code. The tax basis reduction requirements
of the Code relating to amortization of bond premium may, under some
circumstances, result in the Unitholder realizing a taxable gain when his
Units are sold or redeemed for an amount equal to or less than his original
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cost. A Trust may contain certain "zero coupon" Securities (the "STRIPPED
TREASURY SECURITIES") that are treated as bonds that were originally issued
at an original issue discount provided, pursuant to a Treasury Regulation
(the "REGULATION") issued on December 28, 1992, that the amount of original
issue discount determined under Section 1286 of the Code is not less than a
DE MINIMIS amount as determined thereunder. Because the Stripped Treasury
Securities represent interests in "stripped" U.S. Treasury bonds, a
Unitholder's initial cost for his pro rata portion of each Stripped Treasury
Security held by a Trust (determined at the time he acquires his Units, in
the manner described above) shall be treated as its "purchase price" by the
Unitholder. Original issue discount is effectively treated as interest for
federal income tax purposes, and the amount of original issue discount in
this case is generally the difference between the bond's purchase price and
its stated redemption price at maturity. A Unitholder will be required to
include in gross income for each taxable year the sum of his daily portions
of original issue discount attributable to the Stripped Treasury Securities
held by a Trust as such original issue discount accrues and will, in general,
be subject to federal income tax with respect to the total amount of such
original issue discount that accrues for such year even though the income is
not distributed to the Unitholders during such year to the extent it is not
less than a DE MINIMIS amount as determined under the Regulation. To the
extent that the amount of such discount is less than the respective DE
MINIMIS amount, such discount shall be treated as zero. In general, original
issue discount accrues daily under a constant interest rate method which
takes into account the semi-annual compounding of accrued interest. In the
case of the Stripped Treasury Securities, this method will generally result
in an increasing amount of income to the Unitholders each year.
Limitations on Deductibility of Trust Expenses by Unitholders -- Each
Unitholder's pro rata share of each expense paid by a Trust is deductible by
the Unitholder to the same extent as though the expense had been paid
directly by him. It should be noted that as a result of the Tax Reform Act
of 1986, certain miscellaneous itemized deductions, such as investment
expenses, tax return preparation fees and employee business expenses, may be
deductible by an individual only to the extent they exceed 2% of such
individual's adjusted gross income. Unitholders may be required to treat
certain expenses of a Trust as miscellaneous itemized deductions subject to
this limitation.
Premium--If a Unitholder's tax basis of his pro rata portion in any Bonds
held by a Trust exceeds the amount payable by the issuer of the Bond with
respect to such pro rata interest upon the maturity of the Bond, such excess
would be considered "premium" which may be amortized by the Unitholder at the
Unitholder's election as provided in Section 171 of the Code.
Original Issue Discount--Certain of the Bonds in a Trust may have been
acquired with "original issue discount." In the case of any Bonds in a Trust
acquired with "original issue discount" that exceeds a "DE MINIMIS" amount as
specified in the Code, such discount is includable in taxable income of the
Unitholders on an accrual basis computed daily, without regard to when
payments of interest on such Bonds are received. The Code provides a complex
set of rules regarding the accrual of original issue discount. These rules
provide that original issue discount generally accrues on the basis of a
constant compound interest rate over the term of the Bonds. Unitholders
should consult their tax advisers as to the amount of original issue discount
as it accrues.
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Special original issue discount rules apply if the purchase price of the Bond
by a Trust exceeds its original issue price plus the amount of original issue
discount which would have previously accrued based upon its issue price (its
"ADJUSTED ISSUE PRICE"). Similarly, these special rules would apply to a
Unitholder if the tax basis of his pro rata portion of a Security issued with
original issue discount exceeds his pro rata portion of its adjusted issue
price. Unitholders should also consult their tax advisers regarding these
special rules.
Market Discount -- If a Unitholder's tax basis in his pro rata portion of
Bonds is less than the allocable portion of such Bond's stated redemption
price at maturity (or, if issued with original issue discount, the allocable
portion of its "REVISED ISSUE PRICE"), such difference will constitute market
discount unless the amount of market discount is "DE MINIMIS" as specified in
the Code. Market discount accrues daily computed on a straight-line basis,
unless the Unitholder elects to calculate accrued market discount under a
constant-yield method. The market discount rules do not apply to Stripped
Treasury Securities because they are stripped debt instruments subject to
special original issue discount rules discussed above. Unitholders should
consult their own tax advisers regarding whether an election should be made
and as to the amount of market discount which accrues.
Accrued market discount is generally includable in taxable income to the
Unitholders as ordinary income for Federal tax purposes upon the receipt of
serial principal payments on the Bonds, on the sale, maturity or disposition
of such Bonds by a Trust, and on the sale by a Unitholder of Units, unless a
Unitholder elects to include the accrued market discount in taxable income as
such discount accrues. If a Unitholder does not elect to annually include
accrued market discount in taxable income as it accrues, deductions for any
interest expense incurred by the Unitholder which is incurred to purchase or
carry his Units will be reduced by such accrued market discount. In general,
the portion of any interest expense which was not currently deductible would
ultimately be deductible when the accrued market discount is included in
income.
Computation of the Unitholder's Tax Basis -- The tax basis of a Unitholder
with respect to his interest in a Bond is increased by the amount of original
issue discount (and market discount, if the Unitholder elects to include
market discount, if any, on the Bonds held by a Trust in income as it
accrues) thereon properly included in the Unitholder's gross income as
determined for Federal income tax purposes and reduced by the amount of any
amortized premium which the Unitholder has properly elected to amortize under
Section 171 of the Code. A Unitholder's tax basis in his Units will equal
his tax basis in his pro rata portion of all of the assets of a Trust.
Recognition of Taxable Gain or Loss upon Disposition of Obligations by a
Trust or Disposition of Unit -- A Unitholder will recognize taxable capital
gain (or loss) when all or part of his pro rata interest in a Bond is
disposed of in a taxable transaction for an amount greater (or less) than his
tax basis therefor. Any gain recognized on a sale or exchange and not
constituting a realization of accrued "market discount," and any loss, will
generally be capital gain or loss except in the case of a dealer or financial
institution. As previously discussed, gain realized on the disposition of
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the interest of a Unitholder in any Bond deemed to have been acquired with
market discount will be treated as ordinary income to the extent the gain
does not exceed the amount of accrued market discount not previously taken
into income. Any capital gain or loss arising from the disposition of a Bond
by a Trust or the disposition of Units by a Unitholder will be short-term
capital gain (or loss) unless the Unitholder has held his Units for more than
one year in which case such capital gain or loss will be long-term. For
taxpayers other than corporations, net capital gains are subject to a maximum
marginal stated tax rate of 28%. However, it should be noted that
legislative proposals are introduced from time to time that affect tax rates
and could affect relative differences at which ordinary income and capital
gains are taxed. The tax cost reduction requirements of the Code relating to
amortization of bond premium may, under some circumstances, result in the
Unitholder's realizing taxable gain when his Units are sold or redeemed for
an amount equal to or less than his original cost.
If the Unitholder disposes of a Unit, he is deemed thereby to have disposed
of his entire pro rata interest in all Trust assets, including his pro rata
portion of all of the Bonds represented by the Unit. This may result in a
portion of the gain, if any, on such sale being taxable as ordinary income
under the market discount rules (assuming no election was made by the
Unitholder to include market discount in income as it accrues) as previously
discussed.
"The Revenue Reconciliation Act of 1993" (the "TAX ACT") raised tax rates on
ordinary income while capital gains remain subject to a 28% maximum stated
rate for taxpayers other than corporations. Because some or all capital
gains are taxed at a comparatively lower rate under the Tax Act, the Tax Act
includes a provision that recharacterizes capital gains as ordinary income in
the case of certain financial transactions that are "conversion transactions"
effective for transactions entered into after April 30, 1993. Unitholders
and prospective investors should consult with their tax advisers regarding
the potential effect of this provision on their investment in Units.
Foreign Investors -- A Unitholder who is a foreign investor (I.E., an
investor other than a U.S. citizen or resident of a U.S. corporation,
partnership, estate or trust) will not be subject to United States federal
income taxes, including withholding taxes, on interest income (including any
original issue discount) on, or any gain from the sale or other disposition
of, his pro rata interest in any Bond or the sale of his Units PROVIDED that
(i) the interest income or gain is not effectively connected to the conduct
by the foreign investor of a trade or business within the United States, (ii)
with respect to any gain, the foreign investor (if an individual) is not
present in the United States for 183 days or more during his taxable year,
(iii) the foreign investor provides all certification which may be required
of his or her status (foreign investors may contact the Sponsor to obtain a
Form W-8 which must be filed with the Trustee and refiled every three
calendar years thereafter) and (iv) FURTHER PROVIDED that the exemption from
withholding for U.S. Federal income taxes for interest on any U.S. Bonds
shall apply to the extent the bonds were issued after July 18, 1984. Foreign
investors should consult their tax advisers with respect to United States tax
consequences of ownership of Units. On December 7, 1995 the U.S. Treasury
Department released proposed legislation that, if adopted, could affect the
United States federal income taxation of such non-United States Unitholders
and the portion of the Trust's income allocable to non-United States
Unitholders.
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In the opinion of Carter, Ledyard & Milburn, special counsel to the Trusts
for New York tax matters each Trust is not an association taxable as a
corporation and the income of each Trust will be treated as the income of the
Unitholders under the existing income tax laws of the State and City of New
York.
General -- Each Unitholder (other than a foreign investor who has properly
provided the certifications described above) will be requested to provide the
Unitholder's taxpayer identification number to the Trustee and to certify
that the Unitholder has not been notified that payments to the Unitholder are
subject to back-up withholding. If the proper taxpayer identification number
and appropriate certification are not provided with requested, distributions
by a Trust to such Unitholder will be subject to back-up withholding.
The foregoing discussion relates only to United States federal income taxes
and applies only to the Trusts which are described in this Prospectus;
Unitholders may be subject to state and local taxation in other jurisdictions
(including a foreign investor's country of residence). Unitholders should
consult their tax advisers regarding potential state, local, or foreign
taxation with respect to the Units and the tax treatment of Bonds acquired at
an original issue discount or market discount and premium, if any.
TRUST OPERATING EXPENSES
No annual advisory fee is charged to the Trusts by the Sponsor. The Sponsor
does, however, receive those fees as set forth in "EXPENSE INFORMATION" in
Part A of this Prospectus for regularly evaluating the Bonds and for
maintaining surveillance over the portfolio. (See "UNIT VALUE AND
EVALUATION.")
The Trustee receives for ordinary recurring services an annual fee for each
Trust as set forth in "EXPENSE INFORMATION" appearing in Part A of this
Prospectus. Each annual fee is per $1,000 principal amount of the underlying
Bonds in a Trust. The Trustee's fee may be periodically adjusted in response
to fluctuations in short-term interest rates (reflecting the cost to the
Trustee of advancing funds to a Trust to meet scheduled distributions) and
may be further adjusted in accordance with the cumulative percentage increase
of the United States Department of Labor's Consumer Price Index entitled "All
Services Less Rent of Shelter" since the establishment of the Trusts. The
Trustee has the use of funds, if any, being held in the Interest and
Principal Accounts of each Trust for future distributions, payment of
expenses and redemptions. These Accounts are non-interest bearing to
Unitholders. Pursuant to normal banking procedures, the Trustee benefits
from the use of funds held therein. Part of the Trustee's compensation for
its services to the Trusts is expected to result from such use of these funds.
Premiums for the policies of insurance obtained by the Sponsor or by the Bond
issuers with respect to the Bonds in the Insured Trusts have been paid in
full prior to the deposit of the Bonds in the Trusts, and the value of such
insurance has been included in the evaluation of the Bonds in each Trust and
accordingly in the Public Offering Price of Units of each Trust. There are
no annual continuing premiums for such insurance.
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All or a portion of the expenses incurred in establishing the Trusts,
including costs of preparing the registration statement, the trust indenture
and other closing documents, registering Units with the Securities and
Exchange Commission and states, the initial audit of each Trust portfolio,
the initial evaluation, legal fees, the initial fees and expenses of the
Trustee and any other non-material out-of-pocket expenses, will be paid by
the Trusts and amortized over the life of such Trusts. The following are
additional expenses of the Trusts and, when paid by or are owed to the
Trustee, are secured by a lien on the assets of the Trust or Trusts to which
such expenses are allocable: (1) the expenses and costs of any action
undertaken by the Trustee to protect the Trusts and the rights and interests
of the Unitholders; (2) all taxes and other governmental charges upon the
Bonds or any part of the Trusts (no such taxes or charges are being levied or
made or, to the knowledge of the Sponsor, contemplated); (3) amounts payable
to the Trustee as fees for ordinary recurring services and for extraordinary
non-recurring services rendered pursuant to the Indenture, all disbursements
and expenses including counsel fees (including fees of counsel which the
Trustee may retain) sustained or incurred by the Trustee in connection
therewith; and (4) any losses or liabilities accruing to the Trustee without
negligence, bad faith or willful misconduct on its part. The Trustee is
empowered to sell Bonds in order to pay these amounts if funds are not
otherwise available in the applicable Interest and Principal Accounts.
The Indenture requires each Trust to be audited on an annual basis at the
expense of the Trust by independent public accountants selected by the
Sponsor. The Trustee shall not be required, however, to cause such an audit
to be performed if its cost to a Trust shall exceed $.05 per Unit on an
annual basis. Unitholders of a Trust covered by an audit may obtain a copy
of the audited financial statements upon request.
DISTRIBUTIONS TO UNITHOLDERS
Interest received by the Trustee on the Bonds in each Trust, including that
part of the proceeds of any disposition of Bonds which represents accrued
interest and including any insurance proceeds representing interest due on
defaulted Bonds, shall be credited to the "Interest Account" of such Trust
and all other moneys received by the Trustee shall be credited to the
"Principal Account" of such Trust.
The pro rata share of cash in the Principal Account in each Trust will be
computed as of each monthly Record Date and distributions to the Unitholders
as of such Record Date will be make on or shortly after the fifteenth day of
the month. Proceeds received from the disposition, including sale, call or
maturity, of any of the Bonds and all amounts paid with respect to zero
coupon bonds and Stripped Obligations will be held in the Principal Account
and either used to pay for Units redeemed or distributed on the Distribution
Date following the next monthly Record Date. The Trustee is not required to
make a distribution from the Principal Account of any Trust unless the amount
available for distribution in such account equals at least ten cents per Unit.
The pro rata share of the Interest Account in each Trust will be computed by
the Trustee each month as of each Record Date and distributions will be make
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on or shortly after the fifteenth day of the month to Unitholders of such
Trust as of the Record Date. Persons who purchase Units between a Record
Date and a Distribution Date will receive their first distribution on the
Distribution Date following the next Record Date under the applicable plan of
distribution.
See Part A of this Prospectus for details of distributions per Unit of each
Trust based upon estimated Net Annual Interest Income at the Initial Date of
Deposit. The amount of the regular distributions will generally change when
Bonds are redeemed, mature or are sold or when fees and expenses increase or
decrease. For the purpose of minimizing fluctuations in the distributions
from the Interest Account of a Trust, the Trustee is authorized to advance
such amounts as may be necessary to provide for interest distributions of
approximately equal amounts. The Trustee shall be reimbursed, without
interest, for any such advances from funds in the Interest Account of such
Trust. The Trustee's fee takes into account the costs attributable to the
outlay of capital needed to make such advances.
As of the first day of each month the Trustee will deduct from the Interest
Account of a Trust or, to the extent funds are not sufficient therein, from
the Principal Account of a Trust, amounts needed for payment of expenses of
such Trust. The Trustee also may withdraw from said accounts such amount, if
any, as it deems necessary to establish a reserve for any governmental
charges payable out of such Trust. Amounts so withdrawn shall not be
considered a part of a Trust's assets until such time as the Trustee shall
withdraw from the Interest Account and the Principal Account of a Trust such
amounts as may be necessary to cover redemptions of Units of such Trust by
the Trustee. Funds which are available for future distributions, redemptions
and payment of expenses are held in accounts which are non-interest bearing
to Unitholders and are available for use by the Trustee pursuant to normal
banking procedures.
Unitholders of a Trust which contains Stripped Treasury Securities should
note that Stripped Treasury Securities are sold at a deep discount because
the buyer of those securities obtains only the right to receive a future
fixed payment on the security and not any rights to periodic interest
payments thereon. Purchasers of these Securities acquire, in effect,
discount obligations that are economically identical to the "zero-coupon
bonds" that have been issued by corporations. Zero coupon bonds are debt
obligations which do not make any periodic payments of interest prior to
maturity and accordingly are issued at a deep discount. Under generally
accepted accounting principles, a holder of a security purchased at a
discount normally must report as an item of income for financial accounting
purposes the portion of the discount attributable to the applicable reporting
period. The calculation of this attributable income would be made on the
"interest" method which generally will result in a lesser amount of
includable income in earlier periods and a corresponding larger amount in
later periods. For federal income tax purposes, the inclusion will be on a
basis that reflects the effective compounding of accrued but unpaid interest
effectively represented by the discount. Although this treatment is similar
to the "interest" method described above, the "interest" method may differ to
the extent that generally accepted accounting principles permit or require
the inclusion of interest on the basis of a compounding period other than the
semi-annual period. See "TAX STATUS."
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ACCUMULATION PLAN
The Sponsor is also the principal underwriter of several open-end mutual
funds (the "ACCUMULATION FUNDS") into which Unitholders may choose to
reinvest Trust distributions. Unitholders may elect to reinvest principal
distributions or interest and principal distributions automatically, without
any sales charge. Each Accumulation Fund has investment objectives which
differ in certain respects from those of the Trusts and may invest in
securities which would not be eligible for deposit in the Trusts. Further
information concerning the Accumulation Plan and a list of Accumulation Funds
is set forth in the Information Supplement of this Prospectus, which may be
obtained by contacting the Trustee at the phone number listed on the back
cover of this Prospectus.
Participants may at any time, by so notifying the Trustee in writing, elect
to change the Accumulation Fund into which their distributions are being
reinvested, to change from principal only reinvestment to reinvestment of
both principal and interest or vice versa, or to terminate their
participation in the Accumulation Plan altogether and receive future
distributions on their Units in cash. There will be no charge or other
penalty for such change of election or termination. The character of Trust
distributions for income tax purposes will remain unchanged even if they are
reinvested in an Accumulation Fund.
REPORTS TO UNITHOLDERS
The Trustee shall furnish Unitholders of a Trust in connection with each
distribution, a statement of the amount of interest, if any, and the amount
of other receipts (received since the preceding distribution) being
distributed, expressed in each case as a dollar amount representing the pro
rata share of each Unit of a Trust outstanding and a year to date summary of
all distributions paid on said Units. Within a reasonable period of time
after the end of each calendar year, the Trustee shall furnish to each
person, who at any time during the calendar year was a registered Unitholder
of a Trust, a statement with respect to such Trust (i) as to the Interest
Account: interest received (including amounts representing interest received
upon any disposition of Bonds), deductions for fees and expenses of such
Trust, redemption of Units and the balance remaining after such distributions
and deductions, expressed in each case both as a total dollar amount and as a
dollar amount representing the pro rata share of each Unit outstanding on the
last business day of such calendar year; (ii) as to the Principal Account:
the dates of disposition of any Bonds and the net proceeds received therefrom
(excluding any portion representing accrued interest), the amount paid for
purchase of Replacement Bonds, the amount paid upon redemption of Units,
deductions for payment of applicable taxes and fees and expenses of the
Trustee, and the balance remaining after such distributions and deductions
expressed both as a total dollar amount and as a dollar amount representing
the pro rata share of each Unit outstanding on the last business day of such
calendar year; (iii) a list of the Bonds held and the number of Units
outstanding on the last business day of such calendar year; (iv) the Unit
Value based upon the last computation thereof made during such calendar year;
and (v) amounts actually distributed during such calendar year from the
Interest Account and from the Principal Account, separately stated, expressed
both as total dollar amounts and as dollar amounts representing the pro rata
share of each Unit outstanding.
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UNIT VALUE AND EVALUATION
The value of each Trust is determined by the Sponsor on the basis of (1) the
cash on hand in the Trust or moneys in the process of being collected, (2)
the value of the Bonds in the Trust based on the BID prices of the Bonds and
(3) interest accrued thereon not subject to collection, LESS (1) amounts
representing taxes or governmental charges payable out of the Trust and (2)
the accrued expenses of the Trust. The result of such computation is divided
by the number of Units of the Trust outstanding as of the date thereof to
determine the per Unit value ("UNIT VALUE") of such Trust. The Sponsor may
determine the value of the Bonds in each Trust (1) on the basis of current
BID prices of the Bonds obtained from dealers or brokers who customarily deal
in bonds comparable to those held by the Trust, (2) if bid prices are not
available for any of the Bonds, on the basis of bid prices for comparable
bonds, (3) by causing the value of the Bonds to be determined by others
engaged in the practice of evaluating, quoting or appraising comparable bonds
or (4) by any combination of the above. Although the Unit Value of each
Trust is based on the BID prices of the Bonds, the Units are sold initially
to the public at the Public Offering Price based on the OFFERING prices of
the Bonds.
Because the insurance obtained by the Sponsor or by the issuers of Bonds with
respect to the Bonds in the Insured Trusts is effective so long as such Bonds
are outstanding, such insurance will be taken into account in determining the
bid and offering prices of such Bonds and therefore some value attributable
to such insurance will be included in the value of Units of Trusts that
include such Bonds.
DISTRIBUTIONS OF UNITS TO THE PUBLIC
Nuveen, in addition to being the Sponsor, is the sole Underwriter of the
Units. It is the intention of the Sponsor to qualify Units of the Trusts for
sale under the laws of substantially all of the states of the United States
of America.
Promptly following the deposit of Bonds in exchange for Units of the Trusts,
it is the practice of the Sponsor to place all of the Units as collateral for
a letter or letters of credit from one or more commercial banks under an
agreement to release such Units from time to time as needed for distribution.
Under such an arrangement the Sponsor pays such banks compensation based on
the then current interest rate. This is a normal warehousing arrangement
during the period of distribution of the Units to public investors. To
facilitate the handling of transactions, sales of Units shall be limited to
transactions involving a minimum of either $5,000 or 50 Units, whichever is
less. The Sponsor reserves the right to reject, in whole or in part, any
order for the purchase of Units.
The Sponsor plans to allow a discount to brokers and dealers in connection with
the primary distribution of Units and also in secondary market transactions.
The amounts of such discounts are set forth in Part A of this Prospectus.
The Sponsor currently intends to maintain a secondary market for Units of each
Trust. See "MARKET FOR UNITS."
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The Sponsor reserves the right to change the amounts of the dealer concessions
set forth in Part A of this Prospectus from time to time.
Registered investment advisers, certified financial planners and registered
broker-dealers who in each case either charge periodic fees for financial
planning, investment advisory or asset management services, or provide such
services in connection with the establishment of an investment account for
which a comprehensive "wrap fee" charge is imposed, and bank trust
departments investing funds over which they exercise exclusive discretionary
investment authority and that are held in a fiduciary, agency, custodial or
similar capacity, are not entitled to receive any dealer concession for any
sales made to investors which qualified as "Discounted Purchases" during the
primary or secondary market. (See "PUBLIC OFFERING PRICE.")
Certain commercial banks are making Units of the Trusts available to their
customers on an agency basis. A portion of the sales charge paid by these
customers is retained by or remitted to the banks in the amounts shown in the
above table. The Glass-Steagall Act prohibits banks from underwriting Trust
Units; the Act does, however, permit certain agency transactions and banking
regulators have not indicated that these particular agency transactions are
not permitted under the Act. In Texas and in certain other states, any bank
making Units available must be registered as a broker-dealer under state law.
OWNERSHIP AND TRANSFER OF UNITS
The ownership of Units is evidenced by book entry positions recorded on the
books and records of the Trustee unless the Unitholder expressly requests
that the purchased Units be evidenced in Certificate form. The Trustee is
authorized to treat as the owner of Units that person who at the time is
registered as such on the books of the Trustee. Any Unitholder who holds a
Certificate may change to book entry ownership by submitting to the Trustee
the Certificate along with a written request that the Units represented by
such Certificate be held in book entry form. Likewise, a Unitholder who
holds Units in book entry form may obtain a Certificate for such Units by
written request to the Trustee. Units may be held in denominations of one
Unit or any multiple or fraction thereof. Fractions of Units are computed to
three decimal places. Any Certificates issued will be numbered serially for
identification, and are issued in fully registered form, transferable only on
the books of the Trustee. Book entry Unitholder will receive a Book Entry
Position Confirmation reflecting their ownership.
Units are transferable by making a written request to the Trustee and, in the
case of Units evidenced by Certificate(s), by presenting and surrendering
such Certificate(s) to the Trustee, at its address listed on the back cover
of this Part B of the Prospectus, properly endorsed or accompanied by a
written instrument or instruments of transfer. The Certificate(s) should be
sent registered or certified mail for the protection of the Unitholders.
Each Unitholder must sign such written request, and such Certificate(s) or
transfer instrument, exactly as his name appears on (a) the face of the
Certificate(s) representing the Units to be transferred, or (b) the Book
Entry Position Confirmation(s) relating to the Units to be transferred. Such
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signature(s) must be guaranteed by a guarantor acceptable to the Trustee. In
certain instances the Trustee may require additional documents such as, but
not limited to, trust instruments, certificates of death, appointments as
executor or administrator or certificates of corporate authority. Mutilated
Certificates must be surrendered to the Trustee in order for a replacement
Certificate to be issued. Although at the date hereof no charge is made and
none is contemplated, a Unitholder may be required to pay $2.00 to the
Trustee for each Certificate reissued or transfer of Units requested and to
pay any governmental charge which may be imposed in connection therewith.
Replacement of lost, stolen or destroyed certificates.
To obtain a new Certificate replacing one that has been lost, stolen, or
destroyed, the Unitholder must furnish the Trustee with sufficient
indemnification and pay such expenses as the Trustee may incur. This
indemnification must be in the form of an Open Penalty Bond of
Indemnification. The premium for such an indemnity bond may vary, but
currently amounts to 1% of the market value of the Units represented by the
Certificate. In the case however, of a Trust as to which notice of
termination has been given, the premium currently amounts to 0.5% of the
market value of the Units represented by such Certificate.
REDEMPTION
Unitholders may redeem all or a portion of their Units by (1) making a
written request for such redemption (book entry Unitholders may use the
redemption form on the reverse side of their Book Entry Position
Confirmation) to the Trustee at its address listed on the back cover of this
Part B of the Prospectus (redemptions of 1,000 Units or more will require a
signature guarantee), (2) in the case of Units evidenced by a Certificate, by
also tendering such Certificate to the Trustee, duly endorsed or accompanied
by proper instruments of transfer with signatures guaranteed as explained
above, or provide satisfactory indemnity required in connection with lost,
stolen or destroyed Certificates and (3) payment of applicable governmental
charges, if any. Certificates should be sent only by registered or certified
mail to minimize the possibility of their being lost or stolen. (See
"OWNERSHIP AND TRANSFER OF UNITS.") No redemption fee will be charged. A
Unitholder may authorize the Trustee to honor telephone instructions for the
redemption of Units held in book entry form. Units represented by
Certificates may not be redeemed by telephone. The proceeds of Units
redeemed by telephone will be sent by check either to the Unitholder at the
address specified on his account or to a financial institution specified by
the Unitholder for credit to the account of the Unitholders. A Unitholder
wishing to use this method of redemption must complete a Telephone Redemption
Authorization Form and furnish the Form to the Trustee. Telephone Redemption
Authorization Forms can be obtained from a Unitholder's registered
representative or by calling the Trustee. Once the completed Form is on
file, the Trustee will honor telephone redemption requests by any authorized
person. The time a telephone redemption request is received determines the
"date of tender" as discussed below. The redemption proceeds will be mailed
within three business days following the telephone redemption request. Only
Units held in the name of individuals may be redeemed by telephone; accounts
registered in broker name, or accounts of corporations or fiduciaries
(including among others, trustees, guardians, executors and administrators)
may not use the telephone redemption privilege.
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On the third business day following the date of tender, the Unitholder will
be entitled to receive in cash for each Unit tendered an amount equal to the
Unit Value of such Trust determined by the Trustee, as of 4:00 p.m. eastern
time, or as of any earlier closing time on a day on which the Exchange is
scheduled in advance to close at such earlier time, on the date of tender as
defined hereafter, plus accrued interest to, but not including, the third
business day after the date of tender ("REDEMPTION PRICE"). The price
received upon redemption may be more or less than the amount paid by the
Unitholder depending on the value of the Bonds on the date of tender.
Unitholders should check with the Trustee or their broker to determine the
Redemption Price before tendering Units.
The "DATE OF TENDER" is deemed to be the date on which the request for
redemption of Units is received in proper form by the Trustee, except that as
regards a redemption request received after 4:00 p.m. eastern time, or as of
any earlier closing time on a day on which the Exchange is scheduled in
advance to close at such earlier time, or on any day on which the Exchange is
normally closed, the date of tender is the next day on which such Exchange is
normally open for trading and such request will be deemed to have been made
on such day and the redemption will be effected at the Redemption Price
computed on that day.
Accrued interest paid on redemption shall be withdrawn from the Interest
Account of the appropriate Trust or, if the balance therein is insufficient,
from the Principal Account of such Trust. All other amounts paid on
redemption shall be withdrawn from the Principal Account. The Trustee is
empowered to sell underlying Bonds of a Trust in order to make funds
available for redemption. (See "REMOVAL OF BONDS FROM THE TRUSTS.") Units
so redeemed shall be cancelled. To the extent that Bonds are sold from the
Trusts, the size and diversity of such Trust will be reduced. Such sales may
be required at a time when Bonds would not otherwise be sold and might result
in lower prices than might otherwise be realized.
The Redemption Price is determined on the basis of the BID prices of the
Bonds in each Trust, while the initial Public Offering Price of Units will be
determined on the basis of the OFFERING prices of the Bonds as of 4:00 p.m.
eastern time on any day on which the Exchange is normally open for trading,
or as of any earlier closing time on a day on which the Exchange is scheduled
in advance to close at such earlier time, and such determination is made. As
of any given time, the difference between the bid and offering prices of such
Bonds may be expected to average 1/2% to 2% of principal amount. In the case
of actively traded Bonds , the difference may be as little as 1/4 to 1/2 of
1%, and in the case of inactively traded Bonds such difference usually will
not exceed 3%.
The right of redemption may be suspended and payment postponed (1) for any
period in which the New York Stock Exchange is closed, other than customary
weekend and holiday closings or for any period during which the Securities
and Exchange Commission determines that trading on the New York Stock
Exchange is restricted, (2) for any period during which an emergency exists,
as a result of which disposal or evaluation of the Securities is not
reasonably practicable, or (3) for such other periods as the Securities and
Exchange Commission may by order permit.
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Under regulations issued by the Internal Revenue Service, the Trustee will be
required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's
tax identification number in the manner required by such regulations. Any
amount so withheld is transmitted to the Internal Revenue Service and may be
recovered by the Unitholder only when filing his or her tax return. Under
normal circumstances the Trustee obtains the Unitholder's tax identification
number from the selling broker at the time the Certificate or Book Entry
Return Confirmation is issued, and this number is printed on the Certificate
or Book Entry Return Confirmation and on distribution statements. If a
Unitholder's tax identification number does not appear as described above, or
if it is incorrect, the Unitholder should contact the Trustee before
redeeming Units to determine what action, if any, is required to avoid this
"back-up withholding."
PURCHASE OF UNITS BY THE SPONSOR
The Trustee will notify the Sponsor of any tender of Units for redemption.
If the Sponsor's bid in the secondary market at that time equals or exceeds
the Redemption Price it may purchase such Units by notifying the Trustee
before the close of business on the second succeeding business day and by
making payment therefor to the Unitholder not later than the day on which
payment would otherwise have been made by the Trustee. (See "REDEMPTION.")
The Sponsor's current practice is to bid at the Redemption Price in the
secondary market. Units held by the Sponsor may be tendered to the Trustee
for redemption as any other Units.
REMOVAL OF BONDS FROM THE TRUSTS
Bonds will be removed from a Trust as they mature. The Indenture also
empowers the Trustee to sell Bonds for the purpose of redeeming Units
tendered by any Unitholder, and for the payment of expenses for which income
may not be available. Under the Indenture, the Sponsor is obligated to
provide the Trustee with a current list of Bonds in each Trust to be sold in
such circumstances. In deciding which Bonds should be sold the Sponsor
intends to consider, among other things, such factors as: (1) market
conditions; (2) market prices of the Bonds; (3) the effect on income
distributions to Unitholders of the sale of various Bonds; (4) the effect on
principal amount of underlying Bonds per Unit of the sale of various Bonds;
(5) the financial condition of the issuers; and (6) the effect of the sale of
various Bonds on the investment character of the Trust. Such sales, if
required, could result in the sale of Bonds by the Trustee at prices less
than original cost to the Trust. To the extent Bonds are sold, the size and
diversity of such Trust will be reduced.
In addition, the Sponsor is empowered to direct the Trustee to liquidate
Bonds upon the happening of certain other events, such as default in the
payment of principal and/or interest, an action of the issuer that will
adversely affect its ability to continue payment of the principal of and
interest on its Bonds, or an adverse change in market, revenue or credit
factors affecting the investment character of the Bonds. If a default in the
payment of the principal of and/or interest on any of the Bonds occurs, and
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if the Sponsor fails to instruct the Trustee whether to sell or continue to
hold such Bonds within 30 days after notification by the Trustee to the
Sponsor of such default, the Indenture provides that the Trustee shall
liquidate said Bonds forthwith and shall not be liable for any loss so
incurred. The Sponsor may also direct the Trustee to liquidate Bonds in a
Trust if the Bonds in the Trust are the subject of an advanced refunding
generally considered to be when refunding bonds are issued and the proceeds
thereof are deposited in irrevocable trust to retire the refunded Bonds on
their redemption date.
Except as stated in "COMPOSITION OF THE TRUST" regarding the deposit of
additional bonds or the limited right of substitution of Replacement Bonds
for Failed Bonds, and except for refunding Bonds that may be exchanged for
Bonds under certain conditions specified in the Indenture, the Indenture does
not permit either the Sponsor or the Trustee to acquire or deposit bonds
either in addition to, or in substitution for, any of the Bonds initially
deposited in a Trust.
INFORMATION ABOUT THE TRUSTEE
The Trustee and its address are stated on the back cover of this Part B of
the Prospectus. The Trustee is subject to supervision and examination by the
Federal Deposit Insurance Corporation, the Board of Governors of the Federal
Reserve System and either the Comptroller of the Currency or state banking
authorities.
Limitations on Liabilities of Sponsor and Trustee
The Sponsor and the Trustee shall be under no liability to Unitholders for
taking any action or for refraining from any action in good faith pursuant to
the Indenture, or for errors in judgment, but shall be liable only for their
own negligence, lack of good faith or willful misconduct. The Trustee shall
not be liable for depreciation or loss incurred by reason of the sale by the
Trustee of any of the Bonds. In the event of the failure of the Sponsor to
act under the Indenture, the Trustee may act thereunder and shall not be
liable for any action taken by it in good faith under the Indenture.
The Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Bonds or upon the interest thereon or upon
it as Trustee under the Indenture or upon or in respect of any Trust which
the Trustee may be required to pay under any present or future law of the
United States of America or of any other taxing authority having
jurisdiction. In addition, the Indenture contains other customary provisions
limiting the liability of the Trustee.
Successor Trustees and Sponsors
The Trustee or any successor trustee may resign by executing an instrument of
resignation in writing and filing same with the Sponsor and mailing a copy of
a notice of resignation to all Unitholders then of record. Upon receiving
such notice, the Sponsor is required to promptly appoint a successor trustee.
If the Trustee becomes incapable of acting or is adjudged a bankrupt or
insolvent, or a receiver or other public officer shall take charge of its
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property or affairs, the Sponsor may remove the Trustee and appoint a
successor by written instrument. The resignation or removal of a trustee and
the appointment of a successor trustee shall become effective only when the
successor trustee accepts its appointment as such. Any successor trustee
shall be a corporation authorized to exercise corporate trust powers, having
capital, surplus and undivided profits of not less than $5,000,000. Any
corporation into which a trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation
to which a trustee shall be a party, shall be the successor trustee.
If upon resignation of a trustee no successor has been appointed and has
accepted the appointment within 30 days after notification, the retiring
trustee may apply to a court of competent jurisdiction for the appointment of
a successor.
If the Sponsor fails to undertake any of its duties under the Indenture, and
no express provision is made for action by the Trustee in such event, the
Trustee may, in addition to its other powers under the Indenture (1) appoint
a successor sponsor or (2) terminate the Indenture and liquidate the Trusts.
INFORMATION ABOUT THE SPONSOR
Founded in 1898, Nuveen is the oldest and largest investment banking firm
specializing in the underwriting and distribution of tax-exempt securities
and maintains the largest research department in the investment banking
community devoted exclusively to the analysis of municipal securities. In
1961, Nuveen began sponsoring the Nuveen Tax-Free Unit Trust and since that
time has issued more than $36 billion in tax-exempt unit trusts, including
over $12 billion in tax-exempt insured unit trusts. In addition, Nuveen
open-end and closed-end funds held approximately $35 billion in securities
under management as of the date of this Statement. Over 1,000,000
individuals have invested to date in Nuveen's tax-exempt funds and trusts.
Nuveen is a subsidiary of The John Nuveen Company which, in turn, is
approximately 78% owned by the St. Paul Companies, Inc. ("ST. PAUL"). St.
Paul is located in St. Paul, Minnesota and is principally engaged in
providing property-liability insurance through subsidiaries. Nuveen is a
member of the National Association of Securities Dealers, Inc. and the
Securities Industry Association and has its principal offices located in
Chicago (333 West Wacker Drive) and New York (Swiss Bank Tower, 10 East 50th
Street). Nuveen maintains 11 regional offices.
To help advisers and investors better understand and more efficiently use an
investment in the Trusts to reach their investment goals, the Sponsor may
advertise and create specific investment programs and systems. For example,
such activities may include presenting information on how to use an
investment in the Trust, alone or in combination with an investment in other
mutual funds or unit investment trusts sponsored by Nuveen, to accumulate
assets for future education needs or periodic payments such as insurance
premiums. The Trusts' sponsor may produce software or additional sales
literature to promote the advantages of using the Trusts to meet these and
other specific investor needs.
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OTHER INFORMATION
Amendment of Indenture
The Indenture may be amended by the Trustee and the Sponsor without the
consent of any of the Unitholders (1) to cure any ambiguity or to correct or
supplement any provision thereof which may be defective or inconsistent, or
(2) to make such other provisions as shall not adversely affect the
Unitholders, provided, however, that the Indenture may not be amended to
permit the deposit or acquisition of bonds either in addition to, or in
substitution for any of the Bonds initially deposited in any Trust except as
stated in "COMPOSITION OF THE TRUSTS" regarding the creation of additional
Units and the limited right of substitution of Replacement Bonds and except
for the substitution of refunding bonds under certain circumstances. The
Trustee shall advise the Unitholders of any amendment promptly after
execution thereof..i.Indenture, Amendment of;
Termination of Indenture
Each Trust may be liquidated at any time by written consent of 100% of the
Unitholders or by the Trustee when the value of such Trust, as shown by any
evaluation, is less than 20% of the original principal amount of such Trust
and will be liquidated by the Trustee in the event that Units not yet sold
aggregating more than 60% of the Units originally created are tendered for
redemption by the Sponsor thereby reducing the net worth of such Trust to
less than 40% of the principal amount of the Bonds originally deposited in
the portfolio. (See "PERFORMANCE INFORMATION" appearing in Part A of this
Prospectus.) The sale of Bonds from the Trusts upon termination may result
in realization of a lesser amount than might otherwise be realized if such
sale were not required at such time. For this reason, among others, the
amount realized by a Unitholder upon termination may be less than the
principal amount of Bonds originally represented by the Units held by such
Unitholder. The Indenture will terminate upon the redemption, sale or other
disposition of the last Bond held thereunder, but in no event shall it
continue beyond the end of the calendar year preceding the twentieth
anniversary of its execution for Long-Term, Long Intermediate, and
Intermediate Trusts or beyond the end of the calendar year preceding the
tenth anniversary of its execution for Short Intermediate and Short Term
Trusts.
Written notice of any termination specifying the time or times at which
Unitholders may surrender their Certificates, if any, for cancellation shall
be given by the Trustee to each Unitholder at the address appearing on the
registration books of a Trust maintained by the Trustee. Within a reasonable
time thereafter, the Trustee shall liquidate any Bonds in the Trust then held
and shall deduct from the assets of the Trust any accrued costs, expenses or
indemnities provided by the Indenture which are allocable to such Trust,
including estimated compensation of the Trustee and costs of liquidation and
any amounts required as a reserve to provide for payment of any applicable
taxes or other governmental charges. The Trustee shall then distribute to
Unitholders of such Trust their pro rata share of the balance of the Interest
and Principal Accounts. With such distribution, the Unitholders shall be
furnished a final distribution statement, in substantially the same form as
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the annual distribution statement, of the amount distributable. At such time
as the Trustee in its sole discretion shall determine that any amounts held
in reserve are no longer necessary, it shall make distribution thereof to
Unitholders in the same manner.
Legal Opinion
The legality of the Units offered hereby has been passed upon by Chapman and
Cutler, 111 West Monroe Street, Chicago, Illinois 60603. Carter, Ledyard &
Milburn, 2 Wall Street, New York, New York 10005, has acted as counsel for
the Trustee with respect to the Series.
Auditors
The "STATEMENT OF CONDITION" and "SCHEDULE OF INVESTMENTS" at Initial Date of
Deposit included in Part A of this Prospectus have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report in
Part A of this Prospectus, and are included herein in reliance upon the
authority of said firm as experts in giving said report.
Supplemental Information
Upon written or telephonic request to the Trustee, investors will receive at
no cost to the investor supplemental information about this Trust, which has
been filed with the Securities and Exchange Commission and is intended to
supplement information contained in Part A and Part B of this Prospectus.
This supplement includes additional general information about the Sponsor and
the Trusts.
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NUVEEN UNIT TRUSTS
PROSPECTUS -- PART B
MAY 1, 1997
Sponsor John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, IL 60606-1286
Telephone: 312-917-7700
Swiss Bank Tower
10 East 50th Street
New York, NY 10022
Telephone: 212-207-2000
Trustee The Chase Manhattan Bank
4 New York Plaza
New York, NY 10004-2413
Telephone: 800-257-8787
Legal Counsel to Sponsor Chapman and Cutler
111 West Monroe Street
Chicago, IL 60603
Independent Arthur Andersen LLP
Public Accountants 33 West Monroe Street
for the Trusts Chicago, IL 60603
Except as to statements made herein furnished by the Trustee, the Trustee has
assumed no responsibility for the accuracy, adequacy and completeness of the
information contained in this Prospectus.
This Prospectus does not contain all of the information set forth in the
registration statement and exhibits relating thereto, filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities
Act of 1933, and to which reference is made.
No person is authorized to give any information or to make representations
not contained in this Prospectus or in supplemental information or sales
literature prepared by the Sponsor, and any information or representation not
contained therein must not be relied upon as having been authorized by either
the Trusts, the Trustee or the Sponsor. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, securities in any
State to any Person to whom it is not lawful to make such offer in such
state. The Trusts are registered as a Unit Investment Trusts under the
Investment Company Act of 1940, as amended. Such registration does not imply
that the Trusts or any of their Units have been guaranteed, sponsored,
recommended or approved by the United States or any State or agency or
officer thereof.
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NUVEEN UNIT TRUSTS
INSURED CORPORATE TRUST PROSPECTUS
_________, 1997
NUVEEN UNIT TRUSTS
INFORMATION SUPPLEMENT
NUVEEN UNIT TRUST SERIES 3
The Information Supplement provides additional information concerning the
structure and operations of a Nuveen Unit Trust not found in the prospectuses
for the Trusts. This Information Supplement is not a prospectus and does not
include all of the information that a prospective investor should consider
before investing in a Trust. This Information Supplement should be read in
conjunction with the prospectus for the Trust in which an investor is
considering investing ("PROSPECTUS"). Copies of the Prospectus can be
obtained by calling or writing the Trustee at the telephone number and
address indicated in Part B of the Prospectus. This Information Supplement
has been created to supplement information contained in the Prospectus.
This Information Supplement is dated ________, 1997. Capitalized terms have
been defined in the Prospectus.
TABLE OF CONTENTS
ACCUMULATION PLAN.................................................. 1
INFORMATION ABOUT THE SPONSOR...................................... 3
DESCRIPTION OF RATINGS............................................. 5
ACCUMULATION PLAN
The Sponsor, John Nuveen & Co. Incorporated, is also the principal
underwriter of the Accumulation Funds listed in the following table. Each of
these funds is an open-end, diversified management investment company into
which Unitholders may choose to reinvest Trust distributions automatically,
without any sales charge. Unitholders may reinvest both interest and
principal distributions or principal distributions only. Each Accumulation
Fund has investment objectives which differ in certain respects from those of
the Trusts and may invest in securities which would not be eligible for
deposit in the Trusts. The investment adviser to each Accumulation Fund is a
wholly-owned subsidiary of the Sponsor. Unitholders should contact their
financial adviser or the Sponsor to
<PAGE>
determine which of the Accumulation Funds they may reinvest into, as
reinvestment in certain of the Accumulation Funds may be restricted to
residents of a particular state or states. Unitholders may obtain a
prospectus for each Accumulation Fund through their financial adviser or
through the Sponsor at (800) 621-7227. For a more detailed description,
Unitholders should read the prospectus of the Accumulation Fund in which they
are interested.
The following is a complete list of the Accumulation Funds currently
available, as of the Date of Deposit of this Prospectus, to Unitholders under
the Accumulation Plan. The list of available Accumulation Funds is subject
to change without the consent of any of the Unitholders.
Accumulation Funds
MUTUAL FUNDS
NUVEEN FLAGSHIP MUNICIPAL TRUST
Nuveen Municipal Bond Fund
Nuveen Insured Municipal Bond Fund
Nuveen Flagship All-American Municipal Bond Fund
Nuveen Flagship Limited Term Municipal Bond Fund
Nuveen Flagship Intermediate Municipal Bond Fund
NUVEEN FLAGSHIP MULTISTATE TRUST I
Nuveen Flagship Arizona Municipal Bond Fund
Nuveen Flagship Colorado Municipal Bond Fund
Nuveen Flagship Florida Municipal Bond Fund
Nuveen Flagship Florida Intermediate Municipal Bond Fund
Nuveen Maryland Municipal Bond Fund
Nuveen Flagship New Mexico Municipal Bond Fund
Nuveen Flagship Pennsylvania Municipal Bond Fund
Nuveen Flagship Virginia Municipal Bond Fund
NUVEEN FLAGSHIP MULTISTATE TRUST II
Nuveen California Municipal Bond Fund
Nuveen California Insured Municipal Bond Fund
Nuveen Flagship Connecticut Municipal Bond Fund
Nuveen Massachusetts Municipal Bond Fund
Nuveen Massachusetts Insured Municipal Bond Fund
Nuveen Flagship New Jersey Municipal Bond Fund
Nuveen Flagship New Jersey Intermediate Municipal Bond Fund
Nuveen Flagship New York Municipal Bond Fund
Nuveen New York Insured Municipal Bond Fund
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<PAGE>
NUVEEN FLAGSHIP MULTISTATE TRUST III
Nuveen Flagship Alabama Municipal Bond Fund
Nuveen Flagship Georgia Municipal Bond Fund
Nuveen Flagship Louisiana Municipal Bond Fund
Nuveen Flagship North Carolina Municipal Bond Fund
Nuveen Flagship South Carolina Municipal Bond Fund
Nuveen Flagship Tennessee Municipal Bond Fund
NUVEEN FLAGSHIP MULTISTATE TRUST IV
Nuveen Flagship Kansas Municipal Bond Fund
Nuveen Flagship Kentucky Municipal Bond Fund
Nuveen Flagship Kentucky Limited Term Municipal Bond Fund
Nuveen Flagship Michigan Municipal Bond Fund
Nuveen Flagship Missouri Municipal Bond Fund
Nuveen Flagship Ohio Municipal Bond Fund
Nuveen Flagship Wisconsin Municipal Bond Fund
Flagship Utility Income Fund
Nuveen Growth and Income Stock Fund
MONEY MARKET FUNDS
Nuveen California Tax-Free Money Market Fund
Nuveen Massachusetts Tax-Free Money Market Fund
Nuveen New York Tax-Free Money Market Fund
Nuveen Tax-Free Reserves, Inc.
Nuveen Tax-Exempt Money Market Fund, Inc.
Each person who purchases Units of a Trust may become a participant in the
Accumulation Plan and elect to have his or her distributions on Units of the
Trust invested directly in shares of one of the Accumulation Funds.
Reinvesting Unitholders may select any interest distribution plan.
Thereafter, each distribution of interest income or principal on the
participant's Units (principal only in the case of a Unitholder who has
chosen to reinvest only principal distributions) will, on the applicable
distribution date, or the next day on which the New York Stock Exchange is
nominally open ("BUSINESS DAY") if the distribution date is not a business
day, automatically be received by the transfer agent for each of the
Accumulation Funds, on behalf of such participant and applied on that date to
purchase shares (or fractions thereof) of the Accumulation Fund chosen at net
asset value as computed as of 4:00 p.m. eastern time on each such date. All
distributions will be reinvested in the Accumulation Fund chosen and no part
thereof will be retained in a separate account. These purchases will be made
without a sales charge.
The Transfer Agent of the Accumulation Fund will mail to each participant in
the Accumulation Plan a quarterly statement containing a record of all
transactions involving purchases of Accumulation Fund shares (or fractions
thereof) with Trust interest distributions or as a result of reinvestment of
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Accumulation Fund dividends. Any distribution of principal used to purchase
shares of an Accumulation Fund will be separately confirmed by the Transfer
Agent. Unitholders will also receive distribution statements from the
Trustee detailing the amounts transferred to their Accumulation Fund accounts.
Participants may at any time, by so notifying the Trustee in writing, elect
to change the Accumulation Fund into which their distributions are being
reinvested, to change from principal only reinvestment to reinvestment of
both principal and interest or vice versa, or to terminate their
participation in the Accumulation Plan altogether and receive future
distributions on their Units in cash. There will be no charge or other
penalty for such change of election or termination. The character of Trust
distributions for income tax purposes will remain unchanged even if they are
reinvested in an Accumulation Fund.
INFORMATION ABOUT THE SPONSOR
Founded in 1898, Nuveen is the oldest and largest investment banking firm
specializing in the underwriting and distribution of tax-exempt securities
and maintains the largest research department in the investment banking
community devoted exclusively to the analysis of municipal securities. In
1961, Nuveen began sponsoring the Nuveen Tax-Free Unit Trust and since that
time has issued more than $36 billion in tax-exempt unit trusts, including
over $12 billion in tax-exempt insured unit trusts. The Sponsor is also
principal underwriter of the registered open-end investment companies set
forth herein under "Accumulation Plan" as well as for the Golden Rainbow A
James Advised Mutual Fund, and acted as co-managing underwriter of Nuveen
Municipal Value Fund, Inc., Nuveen California Municipal Value Fund, Inc.,
Nuveen New York Municipal Value Fund, Inc., Nuveen Municipal Income Fund,
Inc., Nuveen Premium Income Municipal Fund, Inc., Nuveen Performance Plus
Municipal Fund, Inc., Nuveen California Performance Plus Municipal Fund,
Inc., Nuveen New York Performance Plus Municipal Fund, Inc., Nuveen Municipal
Advantage Fund, Inc., Nuveen Municipal Market Opportunity Fund, Inc. Nuveen
California Municipal Market Opportunity Fund, Inc., Nuveen Investment Quality
Municipal Fund, Inc., Nuveen California Investment Quality Municipal Fund,
Inc., Nuveen New York Investment Quality Municipal Fund, Inc., Nuveen Insured
Quality Municipal Fund, Inc., Nuveen Florida Investment Quality Municipal
Fund, Nuveen Pennsylvania Investment Quality Municipal Fund, Nuveen New
Jersey Investment Quality Municipal Fund, Inc., and the Nuveen Select Quality
Municipal Fund, Inc., Nuveen California Select Quality Municipal Fund, Inc.,
Nuveen New York Select Quality Municipal Fund, Inc., Nuveen Quality Income
Municipal Fund, Inc., Nuveen Insured Municipal Opportunity Fund, Inc., Nuveen
Florida Quality Income Municipal Fund, Nuveen Michigan Quality Income
Municipal Fund, Inc., Nuveen Ohio Quality Income Municipal Fund, Inc., Nuveen
Texas Quality Income Municipal Fund, Nuveen California Quality Income
Municipal Fund, Inc., Nuveen New York Quality Income Municipal Fund, Inc.,
Nuveen Premier Municipal Income Fund, Inc., Nuveen Premier Insured Municipal
Income Fund, Inc., Nuveen Select Tax-Free Income Portfolio, Nuveen Select
Tax-Free Income Portfolio 2, Nuveen Insured California Select Tax-Free Income
Portfolio, Nuveen Insured New York Select Tax-Free Income Portfolio, Nuveen
Premium Income Municipal Fund 2, Inc., Nuveen Select Tax-Free Income
Portfolio 3, Nuveen Select Maturities Municipal Fund, Nuveen Insured
California Premium Income Municipal Fund, Inc., Nuveen Arizona Premium Income
Municipal Fund, Inc., Nuveen Insured Florida Premium Income Municipal Fund,
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Nuveen Michigan Premium Income Municipal Fund, Inc., Nuveen New Jersey
Premium Income Municipal Fund, Inc., Nuveen Insured New York Premium Income
Municipal Fund, Inc., Nuveen Premium Income Municipal Fund 4, Inc., Nuveen
Pennsylvania Premium Income Municipal Fund 2, Nuveen Maryland Premium Income
Municipal Fund, Nuveen Virginia Premium Income Municipal Fund, Nuveen
Massachusetts Premium Income Municipal Fund, Nuveen Insured California
Premium Income Municipal Fund 2, Inc., Nuveen Washington Premium Income
Municipal Fund, Nuveen Georgia Premium Income Municipal Fund, Nuveen Missouri
Premium Income Municipal Fund, Nuveen Connecticut Premium Income Municipal
Fund, Nuveen North Carolina Premium Income Municipal Fund, Nuveen California
Premium Income Municipal Fund, Nuveen Insured Premium Income Municipal Fund
2, all registered closed-end management investment companies. These
registered open-end and closed-end investment companies currently have
approximately $35 billion in securities under management. Over 1,000,000
individuals have invested to date in Nuveen's tax-exempt funds and trusts.
Nuveen is a subsidiary of The John Nuveen Company which, in turn, is
approximately 78% owned by the St. Paul Companies, Inc. ("ST. PAUL"). St.
Paul is located in St. Paul, Minnesota and is principally engaged in
providing property-liability insurance through subsidiaries. Nuveen is a
member of the National Association of Securities Dealers, Inc. and the
Securities Industry Association and has its principal offices located in
Chicago (333 West Wacker Drive) and New York (Swiss Bank Tower, 10 East 50th
Street). Nuveen maintains 11 regional offices.
To help advisers and investors better understand and more efficiently use an
investment in the Trust to reach their investment goals, the Trust's sponsor,
John Nuveen & Co. Incorporated, may advertise and create specific investment
programs and systems. For example, such activities may include presenting
information on how to use an investment in the Trust, alone or in combination
with an investment in other mutual funds or unit investment trusts sponsored
by Nuveen, to accumulate assets for future education needs or periodic
payments such as insurance premiums. The Trust's sponsor may produce
software or additional sales literature to promote the advantages of using
the Trust to meet these and other specific investor needs.
The Sponsor offers a program of advertising support to registered
broker-dealer firms, banks and bank affiliates ("FIRMS") that sell Trust
Units or shares of Nuveen Open-End Mutual Funds (excluding money-market
funds) ("FUNDS"). Under this program, the Sponsor will pay or reimburse the
Firm for up to one half of specified media costs incurred in the placement of
advertisements which jointly feature the Firm and the Nuveen Funds and
Trusts. Reimbursements to the Firm will be based on the number of the Firm's
registered representatives who have sold Fund Shares and/or Trust Units
during the prior calendar year according to an established schedule.
Reimbursements under this program will be made by the Sponsor and not by the
Funds or Trusts.
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DESCRIPTION OF RATINGS
STANDARD & POOR'S CORPORATION. A description of the applicable Standard &
Poor's Corporation rating symbols and their meanings follows:
A Standard & Poor's rating is a current assessment of the creditworthiness of
an obligor with respect to a specific debt obligation. This assessment may
take into consideration obligors such as guarantors, insurers or lessees.
The rating is not a recommendation to purchase, sell or hold a security,
inasmuch as it does not comment as to market price or suitability for a
particular investor.
The ratings are based on current information furnished by the issuer or
obtained by Standard & Poor's from other sources it considers reliable.
Standard & Poor's does not perform an audit in connection with any rating and
may, on occasion, rely on unaudited financial information. The ratings may
be changed, suspended or withdrawn as a result of changes in, or
unavailability of, such information, or for other circumstances.
The ratings are based, in varying degrees, on the following considerations:
I. Likelihood of default_capacity and willingness of the obligor as to
the timely payment of interest and repayment of principal in accordance with
the terms of the obligation;
II. Nature of and provisions of the obligation;
III. Protection afforded by, and relative position of, the obligation in
the event of bankruptcy, reorganization or other arrangements under the laws of
bankruptcy and other laws affecting creditors' rights.
AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation. Capacity to pay interest and repay principal is extremely strong.
AA--Bonds rated AA have a very strong capacity to pay interest and repay
principal, and differ from the highest rated issues only in small degree.
A--Bonds rated A have a strong capacity to pay interest and repay principal,
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than bonds in higher rated
categories.
BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for bonds in this category than for bonds in the higher rated
categories.
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PLUS (+) OR MINUS (-): The ratings from "AA" to "BB" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
PROVISIONAL RATINGS: The letter "p" indicates that the rating is
provisional. A provisional rating assumes the successful completion of the
project being financed by the issuance of the bonds being rated and indicates
that payment of debt service requirements is largely or entirely dependent
upon the successful and timely completion of the project. This rating,
however, while addressing credit quality subsequent to completion of the
project, makes no comment on the likelihood of, or the risk of default upon
failure of, such completion. Accordingly, the investor should exercise his
own judgment with respect to such likelihood and risk.
NOTE RATINGS: A Standard & Poor's note rating reflects the liquidity concerns
and market access risks unique to notes. Notes due in 3 years or less will
likely receive a note rating. Notes maturing beyond 3 years will most likely
receive a long-term debt rating.
Note rating symbols are as follows:
SP-1 Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will be
given a plus (+) designation.
SP-2 Satisfactory capacity to pay principal and interest.
RATINGS OF INSURED TRUST UNITS
A Standard & Poor's rating on the units of an insured investment trust
(hereinafter referred to collectively as "UNITS" and "TRUSTS") is a current
assessment of creditworthiness with respect to the investment held by such
trust. This assessment takes into consideration the financial capacity of
the issuers and of any guarantors, insurers, lessees or mortgagors with
respect to such investments. The assessment, however, does not take into
account the extent to which trust expenses or portfolio asset sales for less
than the trust purchase price will reduce payment to the unitholder of the
interest and principal required to be paid on the portfolio assets. In
addition, the rating is not a recommendation to purchase, sell or hold units,
inasmuch as the rating does not comment as to market price of the units or
suitability for a particular investor.
Units rated "AAA" are composed exclusively of assets that are rated "AAA" by
Standard & Poor's and/or certain short-term investments. Standard & Poor's
defines its AAA rating for such assets as the highest rating assigned by
Standard & Poor's to a debt obligation. Capacity to pay interest and repay
principal is very strong. However, unit ratings may be subject to revision
or withdrawal at any time by Standard & Poor's and each rating should be
evaluated independently of any other rating.
MOODY'S INVESTORS SERVICE, INC. A brief description of the applicable
Moody's Investors Service, Inc. rating symbols and their meanings follows:
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Aaa--Bonds which are rated Aaa are judged to be the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. Their safety is so
absolute that, with the occasional exception of oversupply in a few specific
instances, characteristically, their market value is affected solely by money
market fluctuations.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuations of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than in Aaa securities. Their market value is virtually immune to all
but money market influences, with the occasional exception of oversupply in a
few specific instances.
A--Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may
be present which suggest a susceptibility to impairment sometime in the
future. The market value of A-rated bonds may be influenced to some degree
by economic performance during a sustained period of depressed business
conditions, but, during periods of normalcy, A-rated bonds frequently move in
parallel with Aaa and Aa obligations, with the occasional exception of
oversupply in a few specific instances.
Moody's bond rating symbols may contain numerical modifiers of a generic
rating classification. The modifier 1 indicates that the bond ranks at the
high end of its category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its generic
rating category.
Baa--Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well. The
market value of Baa-rated bonds is more sensitive to changes in economic
circumstances, and aside from occasional speculative factors applying to some
bonds of this class, Baa market valuations move in parallel with Aaa, Aa and
A obligations during periods of economic normalcy, except in instances of
oversupply.
Con. (--)--Bonds for which the security depends upon the completion of some
act or the fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operation experience, (c) rentals which begin when
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facilities are completed, or (d) payments to which some other limiting
condition attaches. Parenthetical rating denotes probable credit stature
upon completion of construction or elimination of basis of condition.
Note Ratings:
MIG 1--This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.
MIG 2--This designation denotes high quality. Margins of protection are
ample although not so large as in the preceding group.
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<PAGE>
CONTENTS OF REGISTRATION STATEMENT
A. Bonding Arrangements of Depositor:
The Depositor has obtained the following Stockbrokers Blanket Bonds for its
officers, directors and employees:
INSURER/POLICY NO. AMOUNT
United Pacific Insurance Co.
Reliance Insurance Company
B 74 92 20 $10,000,000
Aetna Casualty and Surety
08 F10618BCA $10,000,000
St. Paul Insurance Co.
400 HC 1051 $ 6,000,000
<PAGE>
B. This Registration Statement comprises the following papers and documents:
The facing sheet
The Prospectus
The signatures
Consents of Counsel
The following exhibits:
1.1(a) Copy of Standard Terms and Conditions of Trust between John Nuveen &
Co. Incorporated, Depositor, and The Chase Manhattan Bank, Trustee (to be
supplied by amendment).
1.1(b) Trust Indenture and Agreement (to be supplied by amendment).
1.2* Copy of Certificate of Incorporation, as amended, of John Nuveen & Co.
Incorporated, Depositor.
1.3** Copy of amendment of Certificate of Incorporation changing name of
Depositor to John Nuveen & Co. Incorporated.
2.1 Copy of Certificate of Ownership (included in Exhibit 1.1(a) and
incorporated herein by reference).
3.1 Opinion of counsel as to legality of securities being registered (to be
supplied by amendment).
3.2 Opinion of counsel as to Federal income tax status of securities being
registered (to be supplied by amendment).
4.1 Consent of Standard & Poor's Corporation (to be supplied by amendment).
4.2 Consent of Kenny S & P Evaluation Services (to be supplied by amendment).
4.3 Consent of Carter, Ledyard & Milburn (to be supplied by amendment).
6.1 List of Directors and Officers of Depositor (to be supplied by amendment).
C. Explanatory Note
The Registration Statement will contain multiple separate prospectuses.
Each Prospectus will relate to an individual unit investment trust and will
- -----------
* Incorporated by reference to Form N-8B-2 (File No. 811-1547) filed on
behalf of Nuveen Tax-Free Unit Trust, Series 16.
** Incorporated by reference to Form N-8B-2 (File No. 811-2198) filed on
behalf of Nuveen Tax-Free Unit Trust, Series 37.
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<PAGE>
consist of a Part A, a Part B and an Information Supplement. Each prospectus
will be identical with the exception of the respective Part A which will
contain the financial information specific to such underlying unit investment
trust.
D. Undertakings
1. With the exception of the information included in the state specific
appendices to the Information Supplement, which will vary depending upon the
make-up of a Fund or updated to reflect current events, any amendment to a
Fund's Information Supplement will be subject to the review of the staff of
the Securities and Exchange Commission prior to distribution; and
2. The Information Supplement to the Trust will not include third
party financial information.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Nuveen Unit Trust, Series 3, has duly caused this Registration Statement to
be signed on its behalf by the undersigned thereunto duly authorized in the
City of Chicago and State of Illinois on March 20, 1997.
NUVEEN UNIT TRUST, SERIES 3
(Registrant)
By JOHN NUVEEN & CO. INCORPORATED
(Depositor)
By LARRY W. MARTIN
----------------------------------
Vice President
Attest MORRISON WARREN
------------------------------
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
and on the date indicated:
SIGNATURE TITLE* DATE
Timothy R. Schwertfeger Chairman, Board of Directors )
Chief Executive Officer )
and Director )
Anthony T. Dean President, Chief Operating )
Officer and Director ) Larry W. Martin
------------------
) Larry W. Martin
) Attorney-in-Fact**
John P. Amboian Chief Financial Officer and ) March 20, 1997
Executive Vice President
O. Walter Renfftlen Vice President and Controller )
(Principal Accounting Officer) )
____________________
* The titles of the persons named herein represent their capacity in and
relationship to John Nuveen & Co. Incorporated, the Depositor.
** The powers of attorney for Messrs. Amboian, Renfftlen, Dean and
Schwertfeger were filed as Exhibit 6 to Form N-8B-2 (File No. 811-08103).
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<PAGE>
CONSENT OF CHAPMAN AND CUTLER
The consent of Chapman and Cutler to the use of its name in the Prospectus
included in this Registration Statement will be contained in its opinions to
be filed as Exhibits 3.1 and 3.2 to the Registration Statement.
CONSENT OF STATE COUNSEL
The consents of special counsel to the Fund for state tax matters to the use
of their names in the Prospectus included in the Registration Statement will
be filed as Exhibit 3.3 with Amendment No. 1 to the Registration Statement.
CONSENT OF STANDARD & POOR'S CORPORATION
The consent of Standard & Poor's Corporation to the use of its name in the
Prospectus included in this Registration Statement will be filed as Exhibit
4.1 to the Registration Statement.
CONSENT OF KENNY S & P EVALUATION SERVICES
The consent of Kenny S & P Evaluation Services to the use of its name in the
Prospectus included in this Registration Statement will be filed as Exhibit
4.2 to the Registration Statement.
CONSENT OF CARTER, LEDYARD & MILBURN
The consent of Carter, Ledyard & Milburn to the use of its name in the
Prospectus included in this Registration Statement will be filed as Exhibit
4.3 to the Registration Statement.
CONSENT OF ARTHUR ANDERSEN LLP
The consent of Arthur Andersen LLP to the use of its report and to the
reference to such firm in the Prospectus included in this Registration
Statement will be filed by amendment.
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<PAGE>
MEMORANDUM
Re: Nuveen Unit Trust, Series 3
The list of securities comprising each trust of the fund, the evaluation,
record and distribution dates and other changes pertaining specifically to
the new series, such as size and number of units of the trusts in the fund
and the statement of condition of the new fund will be filed by amendment.
1940 ACT
FORMS N-8A AND N-8B-2
---------------------
Form N-8A and Form N-8B-2 were filed in respect of Nuveen Unit Trust Series 1
(File No. 811-08103).
1933 ACT
THE INDENTURE
The form of the proposed Trust Indenture and Agreement is expected to be
filed with the amendment to Nuveen Unit Trust, Series 1.
Chicago, Illinois
March 20, 1997
